Spider Man
by Project NICK
Summary: Freddie becomes bitten by a genetically altered spider, but after misusing his newly-given abilities, which indirectly causes the death of Spencer, he becomes the heroic Spider-Man, but has to deal with the Green Goblin and trying to win Carly's heart.
1. Start

**Spider-Man**

_This story is based on the hit 2002 superhero film from Columbia Pictures and Marvel Films, starring Tobey Maguire, Kirsten Dunst, James Franco, and William Dafoe. However, the story is based with an iCarly twist. Enjoy!_

_Chapter 1: Start_

**Disclaimer: _Marvel owns Spider-Man, Sony owns the film rights, and Nickelodeon owns iCarly._**

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_Who am I? Are you sure you want to know? If someone told you I was just your average ordinary guy without a care in the world, somebody lied. Truth is it wasn't always like this. There was a time when life was a lot less complicated._

In Seattle, on the Ridgeway High School bus, a beautiful 17-year-old brunette was happily sitting next to her muscular and handsome boyfriend, Adam "Flash" Fredrickson.

_That's Carly Shay, the girl-next-door… I've loved her since before I started to like girls._

_I'd like to say that's me next to her, but it isn't... Heck, I'd even take him._

A few rows ahead, 18-year-old Gary Wolf was eating a cheeseburger, but when he turned to the window, the senior began to laugh.

"Hey!" shouted Freddie Benson, who was trying to stop the bus driver. "Stop the bus!"

_That's me…_

Carly, who was sitting next to the window, opened her own, and called out, "Freddie, what are you doing out there?"

"I'm getting ready for a marathon!" cried Freddie. "Hey, please tell the guy to…"

His sentence was cut short when he suddenly smacked into a stop sign, making the other students laugh. When he got up, a little-dizzy Freddie cried, "_Who put that there?_"

Inside the bus, Carly ran over to the driver, and said, "**Stop **the bus… he's been chasing us since 5th Avenue."

Rolling his eyes, the bus driver opened the door, and after Freddie came in, he told the teenager to take his seat.

The tech-whiz nodded, and said, "Oh, hey, Carly, you want to sit with me?"

"I'm sorry, Freddie," apologized Carly, and they both looked at Adam, who was getting annoyed. "But…"

Freddie sat next to Shane, while Carly sat back with Adam, who winked at the tech-whiz with an evil grin before kissing Carly passionately on the lips.

"What up, bro?" He and Shane shook hands, and his best guy friend said, "Hey, don't worry about Flash-Boy and his goons, man… I **promise **that we're going to have a great time today at the university."

Freddie said, "I hope, buddy…"

He looked back at Adam and Carly, and said, "But it's not **Adam **that I'm concerned about…"

**Author's Note: Well, Freddie, in about a few hours, you're about to have your life changed forever… Read and Review! Negative, Positive, Neutral, whatever! :-)**


	2. Columbia University Research Lab

**Spider-Man**

_Chapter 2: Columbia University Research Lab_

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When the group of students in Mr. Henning's class got onto the steps of the grand lab, Freddie and Shane both heard someone call out for Shane.

They turned around, and saw William N. Parker, who was the rich father of Shane… and the head of his own tech company called Oscorp.

"You forgot your backpack," said Will, and he handed the backpack to his son, who thanked him. "Oh, may I know who your friend is?"

Shane smiled, and he said, "Sure… Freddie, this is my father, Will Parker, who's one of the most greatest minds in Seattle."

To his father, he said, "Dad, this is my best friend, Freddie Benson, who has helped me through science since the 5th grade."

Will shook Freddie's hand. "Pleased to finally meet you, son… Shane has told me all about you!"

"Good to meet you, too, sir," said Freddie. "I wrote a paper about what you did at Oscorp."

William gave him a smile, and said, "Well, then, gentleman, have a great day… oh, and Shane, I might be late. We're going through something huge at Oscorp."

"All right, Dad… see you later," replied Shane, and after he hugged his father good-bye, he and Freddie went in the lab.

After reaching the other students, they were all introduced to the lab's many facilities, where Mrs. Bates, the lab's arachnid expert, was showing them the spider facility.

Freddie was using his Pear Camera to take photos of the many spiders, but he messed up once when Adam bumped his shoulder.

"Oops, my bad, Tech-Nerd," replied Adam, with a grin.

Shane frowned, and said, "Leave him alone, Adam."

"**Or what?**" replied Adam.

Zach, who was a friend of Adam's, said, "Or his father will fire your father, and he'll make Carly break up with you for…"

"_Why are we talking?_" whispered Mr. Henning, who approached them. "The next person that talks will get an after-school detention, and fail this course. Got it?"

All four boys nodded, and a few seconds later, while Zach and Adam were talking to girls, Freddie was listening to Mrs. Bates talk about their thirteen genetically enhanced spiders, but Carly suddenly said, "There's only twelve."

"I beg your pardon?" asked Mrs. Bates.

Carly showed her what she meant, pointing to an empty webbed box, and the lady said, "Oh, I guess that they must be working on that one."

However, way up above Freddie's head, there was a spider-web, with a blue-and-red spider slowly going down to him…


	3. Bitten by a Spider

**Spider-Man**

_Chapter 3: Bitten by a Spider_

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As she and other students moved on, Carly stayed behind, and Freddie, after seeing Adam flirt with pretty girls, went over to his best friend. "Hey, Carly, you having fun?"

Carly nodded her head, and said, "This stuff about spiders is pretty cool… it's just too bad Sam isn't here."

Freddie rolled his eyes. "Yes, then the blonde-headed demon would end up having me die by choking on a spider."

Carly laughed. "Well, I'm sure she's having a much better time than us at… hey, can you take a picture of me?"

"Really?" Freddie was surprised to hear that. "How come?"

"I want to put it in my scrapbook of memories," said Carly.

The 18-year-old man smiled, and after snapping a few pics of Carly by the spiders, he took one of them together, and after that, Freddie said, "Oh, do you want to go to the Groovy Smoothie after this, Carls?"

To his disappointment, Carly said, "Oh, I'm sorry, Freddie, but Adam is taking me to the movies."

Meanwhile, above their heads, a red-and-blue spider was in its circular spider-web on the roof, but it was quickly going down via web string to Freddie's left hand.

"Carly!" called out Wendy. "Let's go!"

"See you later, Freddie," said Carly, with a wink. "I promise to go with you to the Groovy Smoothie tomorrow, okay?"

As he watched her go to her friends, Freddie said, "Don't forget about… ouch!"

His sentence was cut short when, all of a sudden, the spider bit his left hand, and Freddie cried in pain.

When the spider fell off, running away, Freddie looked at his hand, which had a small red circle. "What the…?"

"Freddie!" Shane was near the exit, along with the other students, and he was trying to get Freddie to come.

"I'm coming, man," replied Freddie, and he walked over to his best friend, but on a plasma screen behind him, there were pictures of the red-and-blue spider, a mixed version of its DNA with a human's, and the words that appeared were "Genetic Mutation Process".

Under the spider that had bit Freddie, there were the words "Genetically Enhanced Spider"...


	4. William tests the Performance Enhancers

**Spider-Man**

_Chapter 4: William tests the Performance Enhancers_

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Later that night, inside the main lab of Oscorp Industries, Shane's father was looking at the rows of his recently made green types of chemicals.

The liquid could make a person incredibly strong in a painless way, but when the board members of his company and the city's military leader had paid their weekly visit, they had become unhappy when Dr. Peck, who was Will's assistant, said that the test subjects had gone mad and that both he and Will had to "go back to formula".

"Will, the chemicals won't work," exclaimed Dr. Peck. "You can't do this… this is suicide!"

"Michael, if the enhancers don't work, then Oscorp goes out of business," replied William. "Besides, I've sacrificed so much for me and Shane to let this company go to ruin."

With a serious face, the middle-aged professor said, "Get me ready in the machine."

A few moments later, Will was strapped to a straight-up table, wearing no shirt, and Michael was at the control panel, ready to have the chamber be filled with the gas.

Will gave him a nod, and Dr. Peck pulled the lever that made the green chemical fill up the chamber.

At first, Shane's father was making progress, quickly becoming muscular, and they were both pleased, but then, something weird happened that, after a few minutes, Will was shaking, with his eyes rolled back up inside his head!

"Will!" shouted Michael, and he activated the chamber's emergency shut-off system, making the chemical vanish.

After thirty seconds had passed, Michael saw that Will's eyes were closed, his body as still as a rock, and the heart screen showed that his heart beat was at zero percent!

"Oh, my God," cried Dr. Peck. He ran inside the chamber, and after unlocking the chest and leg straps, he started to try bringing his friend back to life. "William! WILLIAM!"

Michael turned back to look at the heart monitor, with his friend's heartbeat going back up fast, but suddenly, Will opened his eyes, and when Dr. Peck turned back around, Shane's father grabbed his neck!

As his eyes became filled with anger, Will said, in a growling voice, "**Back… to formula… aaaaggghhh!**"

He threw Michael, and his assistant crashed through the glass window of the chamber, landing in a large box of electrical wires… being killed instantly.

Shane's father jumped out of the chamber, landing on a desk, and after eying the suit and glider that he created, Will growled as he jumped towards it.

At midnight, the military base in downtown Seattle was about to observe the floating device that Will's rival company had created for the military.

"Thank you, sir, for choosing my device," said the company's owner. "What happened to Oscorp?"

The military leader said, "That nutcase would have made everybody mad if I'd chosen him… bah, just show me your suit so I don't regret this."

All of a sudden, there was a flash of green light, and the suit that the company was testing was blown up!

Then, the two of them saw something float toward them, and the mysterious person laughed maniacally.

In a few seconds, the person left into the night sky, with the base being blown up…


	5. A Big Change

**Spider-Man**

_Chapter 5: A Big Change_

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On that same might, inside his room, Freddie was tossing and turning in his bed, and as he slept, he dreamed of tiny spiders all around his DNA strands, which were becoming mixed with the strands of the genetic spider.

When Freddie woke up, he saw that he was lying on the floor instead of the bed. "_How did I end up here?_"

He went into his bathroom, about to brush his teeth, but when the mirror showed his reflection, Freddie jumped back a little bit. "Is that **me**?"

His body was now muscular, and he even had a six-pack!

As Freddie became amazed with his new image, his mother knocked on the door, and called out, "Freddie, are you okay?"

Looking at himself, Freddie said, "I'm, uh… great!"

"Well, hurry up, son," replied Mrs. Benson. "You don't want to be late for the bus, do you?"

"I'll be right there," shouted Freddie, and after flexing his new muscles, he said, "Oh, man, I look _good…_"

Meanwhile, inside the mansion of the Parker family, Shane was about to leave to school when he heard evil laughter.

"Huh?" Shane heard it coming from his father's bedroom. "Dad, is that you?"

The young man walked up to his dad's room, and after opening the door, he found his father on the floor!

"Dad!" Shane helped him up, and as Will began to wake up, he asked, "What happened to you last night?"

Will gulped, and he said, "Last night, I was…"

He had a quick vision of him waking up in the gas chamber, and when he looked back at Shane, he said, "I don't remember…"

Suddenly, a middle-aged woman entered the room, and they recognized her as one of the _Oscorp _board members.

"Mr. Parker, Dr. Peck is dead," exclaimed Doctor Lana.

"_What_?" cried Shane's father, who was shocked.

"We found his body this morning, sir," replied Dr. Lana. "And the suit and the glider…"

William asked, "What about it?"

"It's gone, sir," said the dark-haired woman, and William's face became full of horror and confusion.

"_What is happening?_" thought Shane's father.


	6. Great Reflexes

**Spider-Man**

_Chapter 6: Great Reflexes_

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Later that day, in the cafeteria, Freddie was eating his lunch, but he had a grin on his face because half of the girls were talking about his new image, and they were taking a few looks at his muscular arms, and his cool-looking, new hairdo.

The young man wondered why his body had changed, and he guessed that he must've gone through a **lot **of chapters in the puberty book.

"Hey, Freddie," greeted Carly, who was a few feet away, and he waved at her.

However, Freddie suddenly sensed that his best friend was walking toward a puddle of apple juice, so when Carly tripped, he caught her, along with her tray of the day's lunch.

"Wow," chuckled Carly, who hadn't seen Freddie move that fast since he saved her life last year from the taco truck.

"Great reflexes!" Freddie laughed, and he noticed (to his own pleasure) that Carly was checking him out.

Feeling his arms, Carly asked, "When did you start, uh, working out?"

"Uh… yesterday," said Freddie. "Hey, you want to eat with me?"

To his irritation, Carly was already going to eat with Adam, so after saying that he'd meet her later somewhere, the young man was grumpily eating his noodles, using a fork.

Freddie was about to drink his soda-can of _Wahoo Punch _when he noticed that the fork was stuck to his hand. The young man pulled it off, but for some reason, strands of web were coming from it, connected to the palm of his hand!

He then put down his middle and index finger on his other hand, and to Freddie's surprise, a web shot out, connecting to a fellow student's tray.

"Huh…" chuckled Freddie, and he pulled it back, but the tray flew into the air, and crashed into the back of Adam!

"_Holy shit_," thought Freddie, and he ran away as casual as possible, but the tray was still connected to the web that was still attached to his right hand.

Adam turned around, and when he saw Freddie leave the cafeteria, getting rid of the webbed tray, he glared at him with angry and surprised eyes. "**_Benson_**?"


	7. Fight With Adam

**Spider-Man**

_Chapter 7: Fight With Adam_

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_"Holy shit," thought Freddie, and he ran away as casual as possible, but the tray was still connected to the web that was still attached to his right hand._

_Adam turned around, and when he saw Freddie leave the cafeteria, getting rid of the webbed tray, he glared at him with angry and surprised eyes. "**Benson**?"_

Freddie was putting stuff in his locker, but he stopped when he sensed Adam about to punch him.

He moved out of the way, making Adam punch the closed door in, and Freddie saw a big crowd gather around them.

"Adam, leave him alone," cried Carly. "It was an accident!"

"I'll make breaking his face an accident," said Adam.

Freddie looked at Adam, and said, "I don't want to fight you, Adam."

"Oh, really?" Adam flexed his muscles. "Well, too bad… because I want to fight you!"

He charged at Freddie, but the young man did an amazing front flip!

When Adam tried to punch him again, Freddie did a Matrix move, and the shocked teen cried, "What the hell?"

"I told you, Adam," exclaimed Freddie. "Man, what happened between us?"

Shane appeared next to Carly, who said, "Help him, Shane!"

Zachery tried to back-up Adam, but Freddie's fast and high backflips made them smack each other.

"Which one," asked Shane, glad to see that Freddie was winning the fight.

Zach looked at Adam, and said, "He's all yours, man."

Adam scowled at Freddie, and said, "You're not stealing her again from me, Benson."

"Dude, I think that attack from the Creddie fans went to your head," said Freddie, but then, Adam took one last punch at him. "You asked for it, then…"

Freddie grabbed his hand, squeezing it painfully, and Carly's boyfriend cried in pain!

Adam tried to sock him with his other fist, but Freddie pushed him forward, and the young man slid down the hallway to Mr. Howard, who accidedntally dropped his bowl of pudding onto Adam's face!

The students laughed, and they also cheered for Freddie, but Zach and a few of Adam's friends glared at him, with Zach saying, "Geez, Benson, you are a freak!"

Freddie then looked at Carly, and when their eyes met, the young man ran away, with her crying, "No, wait!"


	8. Scaling the Heights

**Spider-Man**

_Chapter 8: Scaling the Heights_

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The young man kept on running, and after losing Shane (who had chased after him), he went into an alley, and leaned against the wall.

"_What is happening to me?_" thought Freddie.

Ever since the mutated spider had bit him, Freddie had become a muscular and handsome teenager, and he thought that his life couldn't get any stranger.

His thoughts were interrupted when he looked at the fingers on his left hand, which were growing sharp-pointed spikes that were like the ones spiders had on their legs.

Freddie looked at the wall behind him, then at all of his fingers, and put his left hand on the brick wall.

When it sticked, Freddie put his other hand on the wall, and he soon began to climb up the wall, going up like a spider does on its web!

He looked back, and after seeing how high he had gotten up, there was a grin on his face as he cried, "Whooo-hooo!"

Freddie was now jumping off rooftops, feeling as light as a feather, and getting higher into the air with every jump.

After stopping on the last rooftop, Freddie saw that the next building's rooftop was a few feet away.

If he jumped… and missed… the tech-whiz would end up being as flat as a pancake, but then, Freddie remembered the spider-web that he had spun at lunch, so he stretched his hand toward the sky, and cried, "Go, web!"

For some reason, though, the web didn't appear, so Freddie guessed that he needed his hand in a certain position.

"Up, up, and away, web!" As he put his right hand in different positions, Freddie also said some catchphrases. "Go, web… fly… go, go, go… go, web, go!"

His hand was in a rock-out position, but when he rotated it, pushing down the fingers in the middle, a web came out!

"Whoa, so that's how it works!" thought Freddie, and after doing it again, he spun a web that was attached to a crane near the rooftop, and Freddie grabbed onto it.

He looked at the rooftop, and said, "Well… here I go."

What happened next were Freddie's feet skipped across the building's roof next to the high one, and he ended up with his face getting smacked into the wall!

As he walked home that night, Freddie thought, "I don't think this can get any better."

When he reached the door to his apartment, there was a note taped to the front.

_What happened, Michaelangelo? Dinner's ready for you in my apartment… your mom is taking me to a parenting class. Oh, boys… well, see you two later!_

- _Spencer ;)_

Freddie slapped his forehead, remembering that he was supposed to help Spencer paint Freddie's bathroom.

"Damn it…" He turned around, and entered Carly's apartment, seeing his best friend warming up dinner.

At first, Freddie was going to leave because he was afraid that Carly would be angry at him for attacking Adam, but the young woman saw him there, and to his surprise, hugged him!

"Oh, I'm so glad that you're okay," said Carly.

Freddie smiled, and gently patted her soft, brown, sweet-smelling hair, saying, "Thanks… uh, can we eat now?"

When Freddie finished his 5th taco, and moved onto the 6th one, Carly asked, "So… uh, what was that at school?"

The tech-whiz gulped. "You kind of freaked us out."

Freddie said, "Uh, I was defending myself… I mean, we used to be cool, but like I said, I think that Creddie attack went to his head or something."

Carly remained silent for a few seconds, and Freddie asked, "Hey, you want to go to the Groovy Smoothie after?"

"Sure, Freddie…" said Carly. "After all, I did promise you…"

A few minutes later, the best friends left the apartment, and Freddie thought, "_Ha… score-one for the tech master_!"

Later on, inside his bedroom, Freddie was drawing costumes because, since he now had 'spider-like' abilities, he needed the costume, as well.

After several messed-up attempts, Freddie thought about the red-and-blue spider, and after an hour, the last drawing was in his notebook, with this one being the close-up version while the full body version was behind it.

Smiling, the tech-whiz thought, "_This might actually be the start of a new life for me._"

_[Freddie:] Little did I know, however, that very soon, something would happen that would change my life forever… _


	9. Talking to Spencer

**Spider-Man**

_Chapter 9: Talking to Spencer_

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The next day, which was Saturday, Freddie was at his computer when, from his window, he saw Adam drive off to the movies in his fancy Jaguar, with Carly sitting in the passenger seat, lauging and looking excited.

"_If I want to get back with Carly,_" thought Freddie. "_Then, I'm going to need a hot, new ride_!"

So, the tech-whiz searched all of the car-selling buisnesses, online or in the magaines, but the one that he wanted cost at least $12,000.

However, when he was about to give up, opening the window to get some fresh air, wind blew a little hard, and Freddie saw that it was blowing the newspaper pages.

As it stopped, Freddie saw that it had landed on a full page advertisement that said if anyone strong enough could last in the ring with wrestler Chainsaw "_Machete" _Jason for at least three minutes, the winner would win $5,000!

The tech-whiz thought, "_Hmmm… if I add that money to the stack that I have saved up, I could buy the car I want!"_

After memorizing the show's location, and how to get there, Freddie put his prototype suit in a paper lunch bag, and went out into the living room, where Spencer was watching "_Celebrities Under Water_" with Mrs. Benson, who asked, "Going somewhere, Fredward?"

"I'm going to the library," said Freddie. "And, Mom, I told you, call me Freddie."

However, Spencer replied, "Hold a sec, DaVinci… let me take you."

"Oh, no, that's okay, I can take the bus," replied Freddie, but Spencer wasn't going to give up that easily.

"No, no, no, come on, I'm taking you," replied Spencer. "Now, off to the DeLorean, Michaelangelo!"

Even though he was hesitant, Freddie let Carly's older brother drive him to the Cantina Public Library, but when he unlocked his seatbelt, Spencer said, "Wait, Freddie… Carly told me what happened yesterday with you and Adam."

Freddie rolled his eyes. "I know Adam got what he deserved for hurting you and Carly, Fred-man, but that's just it… you seem so different since that day at the University."

"Okay, first of all," replied Freddie. "I didn't start that fight, you know that… plus, Carly can date whoever she chooses to be with."

Spencer sighed. "Yes, well… almost everyone knows that you and Carly have great chemistry, er, together, and Adam…"

Freddie growled, "Just drop it, okay?"

Spencer said, "I know, I know, I don't mean to pry… and I know I'm not your father-"

"Then, stop pretending to be!" yelled Freddie, who was getting irritated, for some reason. "I'm a grown man, Spencer, whatever problems I have, I'll take care of it."

His father-like figure put his hand on Freddie's shoulder, and said, "Just remember this, okay? With great power comes great responsibility…"

The tech-whiz nodded his head, and after they said their good-byes, Freddie watched as the car drove away, but instead of the library, he went farther down the street…


	10. The Match

**Spider-Man**

_Chapter 10: The Match_

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That night, inside the _Ditko Warehouse,_ located in downtown Seattle, Freddie watched the powerful wrestler throw his opponent into the audience!

Feeling a little nervous, the tech-whiz went outside, hiding in the shadows, and a few minutes later, he was at the sign-up table, dressed in his prototype costume.

"You're next," replied the assistant, who looked Freddie up and down. "But, uh, you **do **know that _TLK _isn't responsible for anything that happens to you tonight?"

"Yeah," replied Freddie, and he walked away after the woman was finished.

"Oh, Lord, help that boy," exclaimed the woman. "Next!"

In the arena, Jason grinned broadly at his fans, while the announcer guy said, "Well, well, well… who is next to fight this terrifying man? The Incredible Hulk, perhaps?"

Taking his microphone for a little, Jason growled, "Listen up… Whoever is next, I am ready to knock him dead!"

When he got the microphone back, the announcer said, "Ladies and gentleman… from what I've told, this next fighter ready to fight Jason is behind that curtain!"

Walking backwards, going against a white curtain, the announcer whispered, "Got a name, kid?"

"Uh…" Freddie hadn't thought of a name yet, but how bad could he mess it up. "Spider-Man."

"_Spider-Man, _huh?" The announcer grinned. "Ooh, I like that a lot!"

Facing the audience, going down the steps, the announcer said, in a booming voice, "People inside this stadium, give a big round of applause… for the deadly, the terrifying… it's the Amazing Spider-Man!"

The curtain rose, and the audience (including Jason) saw a young man walk down the steps.

His opponent was dressed in "webbed" red-and-blue clothing, and he was wearing _MIB _sunglasses.

"Who are you supposed to be?" taunted Chainsaw. "Will Smith in a terrible Halloween costume?"

Freddie chuckled, and said, "I'm your worst nightmare… and I plan to walk out of here with twelve-thousand dollars!"

"I like this kid," said the announcer, to himself, and he yelled, "Release the cage!" 

To Freddie's surprise, the stage was trapped in a metal cage, and as the officials locked it up, Freddie cried, "Hey, take that lock off! Unlock this… I didn't sign up for a cage match!"

"Hey, freakshow!" Freddie turned to face Jason, who had a wicked grin. "Now that you've lost your bravery… I am literally going to squash you like a bug!"

When the judges rang the bell, starting the timer, the wrestler charged at Freddie, who jumped into the air, and was sticking and hanging onto the upper bars.

"What are you doing up there?" howled Jason.

"Staying away from you," replied Freddie. "My, that's a cute outfit… did your husband get it for you?"

Jason growled, and he tried to jump up, but he couldn't reach him… and when Freddie swung down, he gave Jason a roundhouse kick to the face! 

"Kick his spider-ass, honey!" yelled Jason's wife, who handed him an iron-hard folding chair.

Freddie looked at the wrestler, and said, "Okay, big boy, how about we play nice, and leave the chair-related stunts to Bam, Johnny, and the rest of the guys in _Jackass?"_

The wrestler whacked Freddie's head, and the young man fell to the floor. "Ow… that hurt…"

He tried to get up, but Jason knocked the chair against his back, and Freddie collapsed to the ground.

"Pile driver!" shouted Crash's loyal fans.

However, people who were becoming fans of the Amazing Spider-Man, and they shouted, "Use your spider powers!"

All of a sudden, Freddie shot up like a lightning bolt, and he gave Chainsaw Jason a solid punch to the stomach.

Jason groaned, but then, he got angrier, and Freddie said, "Okay, I really hope that you're not like the Hulk, with you getting stronger when you're over-the-top angry."

Jason charged again, but Freddie used his webs to make himself front-flip over him, and when the wrestler turned around, the tech-whiz taunted, "Catch me if you can, big boy!"

He ran toward Freddie, but the young man swiftly flipped over Jason, who crashed hard into the Iron Gate.

With a grin, Freddie grabbed the chair, and when Jason looked at him, he yelled, "Lucy… I'm hoooommmeee!"

Freddie slammed the chair onto Jason's head, using all of his strength, and when the chair fell to the ground, the wrestler moved in a sort-of dizzy and drunken way.

The young man smirked, and he simply blew onto Jason, who fell to the ground, knocked out.

After that, the cage was lifted, and the announcer went over to Freddie, holding up his hand, yelling, "Give it up for the winner… Spider-Man!" 

"Spider-Man! Spider-Man! Spider-Man!" yelled the audience, and a big smile appeared on Freddie's face.

Waving to his fans, Freddie thought, "_$12,000, here I come!"_


	11. Enter the Thief

**Spider-Man**

_Chapter 11: Enter the Thief_

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An hour later, the young man was inside an office, where he was facing Mr. Ledger.

The buisnessman put a stack of five hundred dollar bills in front of him, and waved him away.

Freddie grabbed it, but he looked at the rest of his cash, and said, "I need that money, sir…"

"Yeah, the 500, kid, now beat it," replied Mr. Ledger.

"But the ad said 12,00," exclaimed Freddie.

The buisnessman said, "No, no, no… can't you read, kid? That money was for whoever took Jason down in three minutes, and you pinned him in two!

"For that, I give you five hundred, and you're lucky that you get that."

Freddie growled, "I need that money, sir."

Mr. Ledger said, "Oh, I missed the part where that's my problem, kid… now, get out of here before I take that back."

Freddie walked away, going to the elevator, while another man entered the room, and slammed a duffel bag on the desk.

"Hey!" shouted Mr. Ledeger. "What the hell…?"

The man pointed a silver Baretta at his face, and said, "Put the money in the bag."

Back outside, Freddie was about to enter the elevator when he heard cries of anger behind him.

He saw that it was another man, who was being chased by Mr. Ledger and a police officer.

"Hey, kid, he's got my money!" yelled the buisnessman, but Freddie's eyes became filled with hate and anger.

"Stop that guy!" shouted the cop, but Freddie moved to the side, and let the criminal enter the elevator.

"Thanks!" Freddie stared at the criminal, who smiled at him, and the officer was too late as he saw the doors closing.

He glared at the tech-whiz (who was dressed back in his regular clothes), and exclaimed, "What the hell is the matter with you, kid, you let him go!"

The officer ran away, and spoke in his bluetooth, "I need every patrol car available to chase a duffel-bag holding, blonde-headed man that is armed and dangerous!"

Mr. Ledger looked at Freddie, and cried, "You could have taken him down… now, he's gonna get away with my money!"

"I missed the part where that's my problem," retorted Freddie, and the buisnessman smirked at him.

The tech-whiz watched Mr. Ledger walk away, and he entered the elevator, going down, with the $500 dollars inside his pants pocket, and thought, "_Well, back to the library…_"


	12. Chasing Spencer's Killer

**Spider-Man**

_Chapter 12: Chasing Spencer's Killer_

* * *

As the car reached its destination, Freddie was getting the hang of using his web, and after swinging from place to place, he landed on top of Spencer's stolen car.

He smashed his hand through the top of the vehicle, grabbing the criminal's face, making him shoot the gun everywhere… and soon, the car crashed into the warehouse!

The man got out, seeing nobody on the car, so he ran inside the abandoned building, with the police and helicopters nearby, where he then pulled out his gun.

He searched for anyone that could be inside… and as he went upstairs, the criminal failed to notice a shadow of a spider-like figure hanging down from a web.

On the top level, the robber shouted, "I know you're in here! Show yourself!"

The man turned when he heard a creaking noise, and he yelled, "_Who are you_?"

"Your worst nightmare," growled a voice, and the man turned to face an upside down man, who punched him against the wall.

Freddie did a back flip to get down, but when he turned around, the man was already on the run.

Seeing the emergency exit, the man ran toward it, but he was suddenly pushed to the ground, near a tall window.

The criminal stood up, seeing the other person, and he begged, "Just give me a chance, man… give me a chance!"

"What about my elderly friend?" Freddie cried. "Did you give him a chance, huh? _Answer me!"_

He lifted the robber into the light, against the window, but then, Freddie's face went from anger to surprise.

The light from the helicopters outside reaveled him to be the same guy who robbed Mr. Ledger… and Freddie let go of him, backing away, full of surprise and horror.

Realizing his chance, the man first decided to laugh, and he growled, "Nice knowing you, brat!"

The man cocked his gun, but Freddie snapped out of his trance, and whacked the gun out of his hand… also breaking the man's hand in the process.

The robber howled in pain, but then, he accidentally went back, tripping over his bag of cash, and crashed through the window, screaming as he fell.

When there was a thud, Freddie looked down to see him on the far below ground, silent and not moving.

Suddenly, the helicopter shined its light on Freddie, and the pilot shouted, "Stay right there, criminal!"

Freddie turned around, but he saw lights appear at the staircase, along with hearing sounds of officers and police dogs… but then, the light of the helicopter went out.

"Fix it, you blithering blockhead!" growled the pilot, who was talking to his co-pilot.

"Yes, sir," said the co-pilot, who quickly tried to fix the switch to the helicopter light.

After a few seconds, the light returned, and the cops arrived at the window… but everyone couldn't see a sign of the other person anywhere! "Where did he go?"

Meanwhile, Freddie was far away from the warehouse, having left when the light went out, and he was sitting atop a huge eagle statue that was on top of a building.

Instead of feeling great for catching the criminal, he was crying tears of sadness, regret, and pain.

A few minutes later, Freddie (dressed in regular clothes) knocked on the door to Carly's apartment, and the door opened, revealing a tearful Carly.

In the kitchen, Sam Puckett and Gibby Gibson were also crying, but they were also eating at the same time, and soon, Freddie began to cry again, with Carly taking him inside.

While Mrs. Benson closed the door, Freddie and Carly hugged each other, their tears falling on each other…


	13. Spider Man to the Rescue

**Spider-Man**

_Chapter 13: Spider-Man to the Rescue_

* * *

A few months later, the class of 2011 threw their graduation hats in the air, and everyone gave a round of applause for the new graduates.

Freddie gave his mother a hug, giving her the diploma and certificates he'd received, and she said, "Oh, go on and have fun, Freddie… I'll see you later. Oh, I'm so happy!"

After almost hugging Freddie to death, Mrs. Benson went to find her friends, while the tech-whiz searched for Shane.

However, the tech-whiz saw Carly giving Adam a ring, and she said, "I don't ever want to see you again!"

"You know what?" exclaimed Adam. "We're done…"

The handsome man went over to a nearby group of hot girls, while Carly was starting to cry.

However, Freddie put his hand on her shoulder, and he said, "You know, right now, I would have said I told you so."

Carly held him in a hug, and said, "Oh, I'm so proud of you, Freddie… you even won that technology scholarship!

"I knew your cukey skills would come in handy." Freddie laughed, and gave her a pat on the back.

After she released him, the beautiful girl asked, "Do you want to visit Sam?"

"She already left the ceremony?" Freddie had a surprised look on his face. "I didn't even get to say 'hi'…"

Carly chuckled, and said, "She's at her mom's house… let's go."

As they walked, Freddie said, "Fine… but I'm only going because Shane is her boyfriend."

Later that night, the young man was inside his bedroom, on the computer, looking at a picture of him, Sam, Gibby, and Carly with Spencer on their webshow.

His eyes were full of tears when Carly came in, dressed in her pj's, while Freddie was still in his dragon-emerald-green graduation suit. "I miss him so much…"

Carly sat next to him, and said, "Me, too, Freddie…"

She put her hand on his shoulder, and Freddie smiled. "Well, at least, I know that he's in a better place."

The two smiled at each other, and after staring at the picture for a moment, Carly kissed him on the cheek.

"Goodnight, Freddie," said Carly, and they shared a hug before she left his room, closing the door.

When it was close to midnight, Freddie (dressed in pj's) was tossing and turning in his bed, trying to sleep, but then, he woke up to hear a man calling out for help!

Freddie sat straight up, and looked out the window.

Having a flashback of the criminal falling to his end, the young man pulled out a suitcase from under his bed.

As he did this, Freddie realized that he had used his powers in a terrible way. He opened the case, putting his "hand-me-down" suit in the trashcan… and pulled out his notebook, with the page on the drawing of his original suit.

Freddie looked at the drawing, and a smile appeared on his face... while he thought about what Spencer had told him.

_"With great power comes great responsibility…"_

A few nights later, inside a dark alley, a man and his wife, along with their son, were leaving an opera.

Suddenly, a gunned robber told them to give him the money in their pockets and wallets.

However, the bad guy was suddenly pulled back, and was thrown into the dark and black sky… the family then watched as he flew hard into a nearby dumpster, the doors closing.

"Are you all right, Bruce?" The gentleman asked, looking at his son to make sure he wasn't terrified.

The little boy nodded. "Yes, Father… who was that?"

A few days later, Mr. Satoshi and his wife took out the money in their grocery store cash register, giving it to a pair of criminals. "Take it… just, please, go and leave!"

Grabbing the money in his filthy hands, the headman said, "Thanks a lot, Jackie Chan!"

Both of the two robbers left the store, but then, Mr. Satoshi and his wife saw them fly up in the air, pulled up by something, and a few seconds later, they fell on top of a police car that had just arrived across the street.

As more cops arrived, the moneybag flew into the store, and the owner read the note attached to the front.

_Never fear of being robbed again!_

- _Sincerely, your friendly_

_Neighborhood Spider-Man!_

As Spider-Man swung through the beautiful city of Seattle, he thought, _"This might not be so bad after all!"_

However, while nearly everyone loved the rising hero of Seattle, there was one person who despised the wall-crawler ..._  
_


	14. Changes

**Spider-Man**

_Chapter 14: Changes_

* * *

_Author's Note: This story is based on the hit 2002 superhero film from Columbia Pictures and Marvel Films, with an iCarly twist. Enjoy!_

**Disclaimer: _Marvel owns Spider-Man, Sony owns the film rights, and Nickelodeon owns iCarly._**

* * *

In the headquarters for the Seattle Tribune, the newspaper publisher, whose name was J.W. Smith, grumbled angrily as he read the front page of their latest issue, which was about the hero's appearance, but unlike the people of Seattle, he wasn't a fan.

Putting the paper down on his desk, Smith glared at his worker, Tyler Rios, an editor, and said, "_Spider-Man... _he's nothing but a masked menace to this city... he's a criminal!"

"James, how many times do I have to say it?" cried Tyler, shaking the article in front of his boss. "He saved a family when their house burnt down; he's a hero!"

Smith pointed at the cover of the issue, saying, "_Hero_, huh? Look, he's 'fleeing' the scene, Rios, what does that tell you?"

"He's probably going to save someone else," said Tyler, while his boss drank some coffee. "Oh, and may I point out that the issue on your desk was completely _sold out_?"

Before James could speak, his speaker machine buzzed, so the publisher told Tyler as he pressed the buzzer. "Yes, Ash?"

"Sir, your wife left a message for you," said the receptionist, who was also in front of the office. "She wants to know what kind of flowers to buy for her mother's promotion."

"Tell her that Felicia can-" began James, but when he glanced at Tyler, he took a deep breath. "Tell her whichever one is cheaper..."

After Ashley C. Matthews thanked him, the middle-aged publisher turned off the speaker box, and stared at Tyler. "They actually sold out?"

"Every copy," grinned Tyler, who was pleased to see his boss finally happy, but he soon frowned after James began to look irritated.

Well, how come we can't at least get a decent photo of the guy?"

His editor shrugged, replying, "Adam's been on the guy for weeks, but he's too darn fast for him."

"Oh, is he shy?" James crossed his arms. "If a teenage boy can snap a pic of Anne Hathaway bending over in her Catwoman suit, and post it online, we can certainly get a picture of this guy!"

Standing up, the publisher lit a cigar, and as he smoked it, he growled, "If the _Amazing Spider-Man _doesn't want to be famous, then I'll make him infamous!"

* * *

Stepping out of her front door, Carly sighed wearily. _Just a few more weeks… _then she would be out of this place.

She wished she could block out the sounds of people yelling at each other inside the building. Even while she stood in front of the Bushwell Plaza, sitting on a bench, she could almost sense their booming voices.

Looking around at the neighborhood that she had grown up in, Carly knew she wasn't going to miss it. Her brown eyes stopped wandering when she saw her next-door neighbor/best friend come out. One time classmate, and now fellow graduate, Freddie was man of few words. At least around her, he was.

Carly watched as he carried a large box toward his tricked-out Camaro that he had won in a contest that was for that giant robot movies, and it had cost Freddie a fortune to fix it up and make it alll "techy"...

Anyway, as he set the box down on the ground to open the trunk, she glanced at Freddie's arms. He was wearing a T-shirt, which wasn't what caught her attention.

_Had his arms looked so muscular before? _Carly pondered the question silently to herself. It brought another incident to mind, that time in the school cafeteria when she had slipped and had almost fallen. Freddie had caught her, and kept her from humiliating herself. But she didn't remember whether he had seemed that strong or not.

_Maybe Freddie has been working out over the summer?_

Knowing that it was a silly question to ask or wonder about, Carly noticed that Freddie hadn't gone back into the building. He must have noticed her staring at him he was standing, waiting for her speak.

Carly nodded toward the Camaro, and asked, "What are you doing, Freddie?"

Freddie simply said, "Moving." _Not that that could explain everything,_ he thought. He had been surprised to see Carly outside, and he hadn't even seen her come out, nor had he noticed her until he saw her there, watching him.

"Now? I didn't think ESU started yet."

"The term doesn't start for another week. I'm just going to get settled in." He didn't add that Dr. Raimi, a proffessor at the university Freddie would soon be attending (and would be the tech-whiz's teacher), wanted to meet Freddie so he could tell him about the internship.

Smiling, Carly said, "That's wonderful, Freddie. I'll be heading into the city soon myself." _Not soon enough…_

"To start your singing career?"

Carly gazed at him for a moment before speaking. He remembered their conversation before graduation? Pushing that wondering thought aside, she just nodded. "I'll just need some luck," Carly said, only partly joking.

Shaking his head, Freddie said with conviction, "You don't need luck, Carly. I know you can get a performing job you want... or make a record company proud with your amazing voice."

Carly was touched that he had so much confidence in her. What had he said that night? _You're gonna hit #1 on Billboard and perform at the Oscars someday. _She hoped he was right about that.

"Do you need any help moving your stuff?" Carly asked him. Freddie was being nice, not just that, a friend. But she wasn't doing it because she owed it to him, she just wanted to help. That, and she didn't think Freddie's mother could do a lot of bending and lifting.

"No, you don't have to. I was going to take my stuff now, just bring the car back, and take a bus back out."

"I don't mind helping you out."

Freddie was caught between wanting her to stay and help, and not being sure it was what she really wanted to do. Carly seemed sincere, so he nodded. He turned and headed back to the building, Carly right behind him.

* * *

"Here's a drink for you, dear," Mrs. Benson said as she brought out some iced tea. Seeing Carly, she said, "Hello, Carly. How are you?"

"Fine, and you?" Carly asked, smiling at the older woman. It had only been about three months since Spencer had been murdered, but Freddie's mother (who, believe it or not, was actually a good friend of Spencer's) seemed to be healing quite well.

"Good, dear. Would you like some ice tea?"

Smiling, Carly nodded. "I offered to help your son pack." She figured she should tell her why she was here. It wasn't that Mrs. Benson minded, Carly was welcome over anytime. But she could count the number of times she'd had been here on one hand.

Coming back with Carly's drink, Marissa asked, "What are your plans, Carly?"

"I'm going to be moving to Northgate, to find work." She didn't continue. It had been awkward telling Freddie about her dream of singing, and now, she was talking to his mother.

"That's lovely. Do you plan to go to school, dear?"

As innocent as the question was, Carly inwardly squirmed. She had no plans to go to school, unless if she felt she needed to gain some vocal ability. She wasn't so unrealistic that she thought she would land a part on-stage her first time around.

Carly knew she would have to get a job somewhere, if she didn't make a deal with a record company. But she wasn't going to let that stop her. She'd have to try to see if any of the companies needed fresh faces to be their next smash hit, like Mariah Carey, Ke$ha, or Celine Deon.

Freddie could tell that Carly wasn't feeling comfortable talking to his mothe about what she wanted to do when she moved into the city. Mrs. Benson was just trying to make small talk, but now wasn't the best of times. "Mom, I, uh, I still have a lot of packing as well as bringing stuff out, so maybe Carly and I should get busy."

"_What did you say, Fredward Benson?" _cried Freddie's mother, who misunderstood her son.

"No, no, no, not like that," stammered Freddie. "I mean, to help me finish packing my stuff."

"Oh... of course, s-son." May was startled when Freddie spoke up and not Carly. "If there is anything I can help with, just let me know."

* * *

As they headed up the steps, Carly was relieved that Peter had interrupted his aunt. "Thanks," she said quietly.

"No problem," smiled Freddie. "I know you didn't want to talk about your dream... and, uh, sorry about her freaking out that one time."

"It's not that, it's just…" Carly trailed off. She wasn't sure how to explain it.

"That most people won't understand?"

Nodding, Carly knew there was more to it. Adam hadn't understood, he just thought her life was one big party and being with him. Nor did her brother understand, and she had to wonder if he ever would.

Reaching Freddie's bedroom, she looked around. "Looks like most of this is going with you, but what about furniture for your place?" She glanced at all the boxes and the somewhat bare room. There still was stuff up on the walls, as though he was going to stay in the room.

"Shane is going to be bringing most of the stuff for the apartment."

"You and Shane found a place in Northgate?"

"Oh…I didn't mention that before, did I?"

Carly shook her head. "But you found something that was affordable?"

"Actually, Mr. Parker is renting it to us." Freddie didn't add that Shane practically told Freddie he could live there rent free. Not because of their friendship, though that would be part of it, but because Freddie helped Shane out through the time he was at Ridgeway High. Freddie was sure that he'd be helping Harry through the college work too.

"Is Shane moving in now too?"

"No, not till the end of the week." Freddie wouldn't be moving into the apartment with his stuff, including whatever else the place needed, till a day or two before the term began.

They both took large boxes to the car. They want back up to Freddie's room in silence. Carly was about to pick up another box when she noticed a postcard, with a picture of somewhere in England, or something like that.

"That's a neat picture on the postcard, where is it from?"

Freddie stopped folding the flips of a box closed to see what Carlywas asking about. "That's a place in Wales. Shane and his dad are there."

"Wow. That's cool," Carly's voice was awed, but wistful.

"Yeah." Freddie didn't want to rub it in by telling her that Mr. Parker _had_ asked him if he'd wanted to go. Giving Shane's dad a 'thanks, but no thanks' type of an answer, he didn't regret not going. He knew that Shane's relationship with his father a rocky one. Freddie didn't want to intrude on it, and he knew that he'd be a third wheel.

Heading back down the stairs, Carly said over her shoulder, "It's great that Shane's dad did that for him."

"It is," he replied, but his mind was thinking of something else.

Freddie knew that Carly wasn't dating Adam any longer. Shane had told him about it after graduation. That hadn't surprised Freddie one bit.

Sighing inwardly, Peter wasn't going to bring that up. As much as he wanted to ask Carly out, he didn't want to be the guy on the rebound. Along with everything going on… it wouldn't work out.

"Hey," Carly's voice broke into his thoughts.

Blinking, Freddie saw that he was standing in front of the trunk, but still holding his box. "Sorry, daydreaming."

"That's okay. We all do it sometimes," she replied with a smile.

_Oh boy, if she only knew what her smile did to my heart rate…_

Still smiling, Carly watched Freddie give her a small one of his own. She saw something in his gaze that she couldn't identify. His brown eyes seemed to have matured over the course of the past few months, most likely because of Spencer.

But now, smiling like he was, it was the old Freddie. Well, no, it was the Freddie she remembered talking to in her bedroom that night. And now, Carly had to admit that he had a cute smile.

Faltering, the tech-whiz said, "We, should uh, get the-" Cleared his throat, he continued, "Get the rest of the stuff."

"Sure," Carly responded. She was slightly bemused. _What just happened?_

Cutting off things with Adam, she didn't want to go on the dating scene for awhile. She didn't want to start dating just anyone. Perhaps to some, Carly was being infantile, but she wanted to fall in love. It wasn't because it was like a little girl's fantasy, more since it was something her parents never had when she was growing up.

Mentally shaking her head, Carly didn't want to think on that. Back in Freddie's room, she saw there were some more boxes to take down. Before she could do that, something caught her eye.

There was a scrap of blue material on the floor. Walking over, Carly picked the piece of deep azure cloth up. It was the type of fabric that stretched, like spandex.

"Carly?"

Walking back over to Freddie, she said, "I found this on the floor. Is it from something old?"

Freddie's mouth went dry. He knew what the blue piece of cloth was. It was an extra scrap of material that he'd used to create his costume. "Yeah, it was from something old."

Throwing the piece of cloth away, Carly come back and picked up a box. Freddie let her go ahead of him. That had been close, even though Carly hadn't asked more about it.

Even if she had asked, Freddie couldn't tell her the truth. That was another reason he was going into the city early. He wanted to put just a few more touches to the costume as well as get familiarized with the different areas. No one knew what he was going to do.

_How am I going to keep this from Shane, along with getting in and out of the loft without being heard?_

It wasn't the first time Freddie had to wonder about that. He had the bedroom with a balcony. But it was the fact that he couldn't let anyone know about the spider bite and it's effects on him. Along with what really happened to Spencer...

"Still daydreaming?"

Turning a bit red, Freddie nodded. "Did you say something?"

"No. I just thought I caught you miles away again," she teased.

"Yeah…I hope my mom will be fine on her own." Freddie said, putting his box in the car next to the one Carly put hers.

Carly's expression sobered. Peter had a lot on his mind. She knew that he felt it was his responsibly to look after his mother, even though she drove him over the edge sometimes. That touched her in a way, because she wondered how many people really looked out for loved ones these days?

"I know your mom can take care of herself. I also know that you'll do what you can for her. She's proud of you, Freddie."

"I know, but she won't be alone now if…" _I hadn't let the thief get away. It was my fault. _

Putting a hand on Freddie's arm, Carly said quietly, "Spencer knows you'll do what is right. And your mom, too."

_I failed once, but I won't do that again. _Freddie thought with convection. _With great power, comes great responsibly_. "I know," he said more to himself than Carly.

Nodding, his beautiful best friend said, with a smile, "We better get everything else, or you'll never get unpacked today."

Laughing, Freddie returned her smile. His mind was still on Spencer, it usually was day-to-day. Somehow, Freddie knew he would never forget, he didn't think he wanted to.

There was something else he was going to do daily now too. He was going to be Spider-Man. Not for himself, but for Spencer and the people of Seattle.


	15. Taking Photos

**Spider-Man**

_Chapter 15: Taking Photos_

* * *

_Author's Note: This story is based on the hit 2002 superhero film from Columbia Pictures and Marvel Films, with an iCarly twist. Enjoy!_

**Disclaimer: _Marvel owns Spider-Man, Sony owns the film rights, and Nickelodeon owns iCarly._**

* * *

**_Several Weeks Later..._**

And to think Freddie had once wanted to be famous. Well, now he was. Except he wasn't. Spider-Man was. Freddie was just a struggling college freshman who'd been fired from his job.

It was that subway car that did it. He'd been so busy rescuing people from it that he failed to notice that he was once again late for his job as a lab assistant to genetics instructor Dr. Alvin Raimi.

But the bright-minded doctor noticed, and he'd sent Freddie packing, that was it, no second chances. There were students lined up around the block who wanted his position, Raimi had told him, and if Freddie wasn't going to take his responsibilities seriously, then he would find someone who would.

Freddie had, for a brief moment, wished Raimi's ever-present genetic study subject-a bright green iguana-would somehow develop some virulent genetic mutation and bite the creep and then see how he felt about responsibilities once _he_ had mutant superpowers. Then he realized he didn't wish this kind of life on his worst enemy, so he'd simply walked out.

And now here he was when he should have been at work, poring over the want ads, pounding the pavement, searching for a job. He'd left before Shane had gotten up, not wanting to share this with him yet.

Shane, God bless him, had been incredibly flexible about rent. He had even told him on multiple occasions that as far as he was concerned, Freddie could live there for the rest of his life rent-free if he would keep tutoring Shane so he didn't flunk out of classes.

But Freddie was driven by the whole axiom of "great power, great responsibility" that had now become his mantra in times of trouble, and he hated not being able to pay his own way.

There were times, he sometimes thought, when it might be easier to cast the whole 'Freddie Benson' life aside and spend the rest of his life under the mask, swinging through the streets, springing across the rooftops. He'd been all right keeping the two sides balanced during the summer, when there was no school to keep up with, when there were no job worries. But here it was mid-September, school was in full swing, Raimi was demanding as much of his attention as he could give, and the crime wasn't letting up.

He knew something had to give, but he wished it hadn't been his only source of income. The crime-fighting was getting to him-he saw villainy everywhere. His spider-sense sometimes didn't let up at all, not even during sleep; he'd waked up from one nightmare to find out he'd webbed the whole room and was _very_ grateful Shane had somehow slept through what had probably been a violent tussle with his some supervillain in his dreams. There were times he'd give his right arm to see a friendly face...

...like the very familiar one that had just stormed by him a second ago. Peter turned around, not sure he believed what he'd seen. "Hey!" he called to the dark-haired woman's back.

She huddled her trench coat around her tighter. "Buzz off," she snapped, walking away faster.

Now Freddie was certain he hadn't seen things. "Carly!" he shouted, running after her. "Carls, it's me-Freddie!"

Carly looked up to see... wow, a face she hadn't seen in months. And one she'd missed seeing, at that. "Hi!" she said brightly, then suddenly felt embarrassed. She'd been so caught up in her own world that she didn't even recognize him at first. But then she wasn't sure she would have on second glance, either, if he hadn't said his name.

He seemed different. His face was thinner still, his back was straight...and she'd have sworn his shoulders had gotten broader. Had it really only been three and a half months since school let out? He looked like he'd aged three and a half _years_.

He was carrying himself like a completely different person...one she might not mind getting to know a little better.

"What are you doing here?" she asked.

Freddie held up the want ads. "Begging for a job. What about you? Are you singing yet?"

He'd remembered. God, if he knew what she was _really_ doing, he might not give her the time of day. "Oh, yeah. I'm headed to an audition now. I've had a few jobs. I'm working steady. In fact, I just got off a job."

Freddie beamed. God, it was good to see a friendly face for once. And hers, especially. "That's great, Carls! You're doing it! You're living your dream!"

"Hey, glamour girl!" an angry Jersey accented voice called from behind.

Freddie glanced over at the man. Carly wished he hadn't.

The shouting was coming from an overweight Hispanic cook who'd waddled out of the Moondance Diner on the corner where Freddie had first seen Carly breeze past him. "Your drawer was short six dollars! Again! Next time that happens, I'm takin' it out of your paycheck!"

When she didn't turn around, he bellowed louder. "Yo, iCarly girl! I'm talkin' to you! You got that?"

Exasperated, Carly whirled around. "Yes, Enrique, I get you, O.K.!"

"Well, it better not happen again!"

Carly turned back around, and rolled her eyes, making Freddie chuckle.

"And don't you be rollin' your eyes at me!"

_What_, Carly thought, _did he have x-ray vision_? Or was the fact that her eyes were rolling that obvious from her body language?

Freddie gave her a wry smile. Good thing she didn't have a secret identity to protect. She wasn't very good at it if she did.

Reluctantly, Carly opened her trench coat to reveal the red waitress uniform with its cheesy plastic "C. Shay" nametag on it.

"Some dream, huh?" she sighed with a hint of bitterness in her tone.

Freddie did a mental debate over whether or not he should open his shirt so they could compare uniforms to see whose was the tackier color and pattern combo. "That's nothing to be ashamed of," he offered instead.

She smiled her thanks back. "Don't tell Shane."

The comment struck him as absurd. "Don't tell Shane?" he laughed.

She looked at him oddly. "I thought you guys were living together," she noted. Then, when she saw the confusion wasn't clearing, she added a bit of exposition. "We're going out again. Didn't he tell you?"

The revelation took Shane aback. That would explain a lot of things, including why Shane was out a lot of nights when he should have been home studying...and why he was always evasive when Freddie asked where he'd gone. But he was getting good at lying with a straight face. "Oh, yeah. Right."

Carly bought the lie, forced smile and all. "I think he'd hate the idea of me waiting tables. He'd think it was low."

"That's not low," Freddir interjected quickly. "You have a job." He shrugged. "Shane... he doesn't live on a little place I like to call Earth."

That bit of candor made Carly laugh. There were times she thought the very same thing. "Thanks, Freddie."

He smiled. Those little coy looks she gave could still make his day.

"We should catch up sometime," she noted as a way to end the conversation on a good note, then started to walk away.

"Yeah," Freddie agreed, then noticed she was already leaving. "Maybe we could get some lunch some evening?"

Carly turned around and gave him an odd look.

_Jeez, Freddie, you are still such a dork,_ he chided himself. How could he be so glib-tongued to a gun-wielding thug but be completely at a loss in front of such a disarming beauty? "I mean...maybe I'll come in for a cup of your Moondance coffee sometime. And I won't tell Shane."

She laughed as she turned to go again. "No, don't tell Shane," she scolded.

"I won't," Freddie promised. Then he just watched her go, his heart sinking with every step she took that had her farther away from him. "I won't tell Shane," he sighed. _I may _**_kill_**_ him, but I won't tell him._

* * *

The rest of the day didn't get any better for Freddie. The want ads in the _Tribune_ were dreadful, and not one of them had turned up a positive lead.

Frustrated and wondering what he could pawn to come up with his share of the rent money this month, Freddie rode the elevator up to the 9th floor and trudged into the loft.

William N. Parker, standing under the spiral staircase to the loft bedrooms and chatting away on his cell phone about his company's five new contracts they'd picked up in the wake of the Quest Aerospace collapse, gave a bright and friendly "Hello!" wave to Freddie as he came through the door.

_Great, _Freddie thought. _Landlord's here. Just what I need right now._ Then he saw Shane sitting at the dining room table, books spread out before him, looking frustrated at his homework...the one person Freddie absolutely, positively did _not_ want to see right at that moment.

Shane looked up, saw the disconcerted look on Freddie's face, and thought he understood. "Ill Will's making his weekly inspection," he grumbled. "He's spent half of it on the phone."

Freddie tossed his jacket aside onto a chair and dropped the paper on the table. He wondered for a second if either man would notice if he took a flying leap out a window and went slinging away, heading for somewhere else... _anywhere_ else...

"I am _so_ glad you're here," Shane said, gesturing over his books, "because I am _so_ lost..." Then he noticed the look in Freddie's eyes. It was a look of bitter defeat. "What's the matter? You look like you got second place in the science fair."

_No, I got second place in the maiden fair... and I've lost TWICE to you already,_ Freddie started to reply, then decided that wasn't a good answer. He tried to find a part of the truth that would explain his mood and wouldn't be a complete gloss-over at the same time. "I was late for work and Dr. Raimi fired me."

Shane tossed his pen onto his papers. "You were late again?"

Freddie nodded and sighed.

"I don't get it," Shane said, shaking his head. "I mean, where do you go all day?"

_More places than you ever will._ "Around."

William snapped his cell phone closed. "Ah, Freddie Benson," he greeted warmly. "Good to see you. Maybe you can tell me who she is."

_Oh, great. He'd better not be talking about what I think he is..._"Who?" Freddie asked innocently.

"Dad...," Shane groaned.

"This mystery girl Shane's been seeing," Will answered, ignoring his son's insolence. _Boy could learn a thing or two about respect from his roommate._ "Shane won't even tell me her name."

"Dad...," Shane said, a bit more insistently as he shook his head.

William was aggravated. No one said no to him. "When do I get to meet her?" he asked, his tone sharper.

"Dad!" Shane pleaded, trying to prevent any further damage to Freddie's already bruised and battered ego.

"I'm sorry, Mr. Parker," Freddie replied, casting accusing eyes at Shane, "but he hasn't mentioned her."

Shane was hoping that was just frustration at the way Freddie's day had gone in his tone and not something else. He thought frantically, trying to come up with some way of changing the subject. "Uh...Pete...um, you're probably looking for a job now, right?" He looked at his father. "I mean, I'm sure Dad could probably help you find something..."

"Oh, no," Freddie said quickly, backing away from the table.

William beamed. That was the first useful thing his son had said in ages. "Of course I could. I'd be happy to make a few phone calls. No trouble at all..."

"No, thank you," Freddie said, a bit sharper than he intended to. Then he realized why he was feeling edgy...

...his spider-sense was tingling.

But why? He was surrounded by friends, or at least people who weren't enemies, people who wanted to help him. The only danger he seemed to be in was the danger of losing his unemployed status. He thought quickly. "I...I really appreciate the offer, Mr. Parker, but I like to earn what I get. I can find my own work."

_Oh, great,_ thought Shane. _Thanks for spitting in my father's face._

But William didn't seem to mind Shane's response at all. In fact, he was smiling broader than Shane had ever seen. "I respect that. You want to make it on your own steam. That's good. That's wonderful."

Freddie felt his nerves calm down slightly. But something about Will Parker still made him uneasy. Maybe it was the way the man kept blatantly spurning his son in favor of Freddie for whatever reasons that Freddie still couldn't fathom-even now, Will was pointing out to Shane that Freddie was managing to keep up with his studies and still have enough energy to look for work, not just sit around and waste time and money on socializing with unknown pretty girls.

Freddie felt his head spinning, and he felt weak, as if just the experience of holding up under the weight of the day was draining. He reached into the refrigerator to get some orange juice to replenish his blood sugar-a spider's rapid metabolism was one of the more interesting side effects of his mutation, and while it was useful in helping him recover from strenuous activity quickly, it was also something Freddie had to keep a close eye on.

He tried to concentrate on something else, like finding his own job, as he flipped over the _Seattle Tribune _that Shane had left on the counter...

...and synchronicity once more paid his life a visit.

"So, Freddie," William said, hoping to engage his surrogate son in conversation, "what other skills do you have?"

Freddie stared at the front page of the _Bugle_, which had J. W. Smith's "Reward" headline, and a plan began to come together. "I was thinking of something in photography."

* * *

It was a pretty ingenious plan, Spider-Man had told his alter ego a couple of times today. Follow your spider-sense and let it find trouble. Set up the camera in an inconspicuous place-like where it was right now, in a tight funnel web in the crook of a lamp post. Set it to auto-shutter. Hit the timer button. Then swoop in. Voila, instant action shots.

Like the ones he was getting right now of six men attempting to rob an armored car. The flash going off on the camera distracted their attention for a second, just as Spider-Man swung in on a webline. Six against one-very poor odds. Spider-Man almost felt sorry for the armed men.

Almost.

Then he got serious, springing around like a rubber ball, bounced up high, stretched down low, dodging blows, knocking heads together.

And when it was all done, he turned to the camera and posed. "Cheese!" he called as the camera flashed again.

* * *

And just like that, Freddie had earned a trip into J. W.'s private sanctum.

Tyler Rios had developed the film himself; Freddie had thought far enough ahead to realize that he had to convince the _Tribune_'s staff that this wasn't trick photography, and even thought of other ways to cover his bases, like refusing to reveal how and where he'd gotten the shots until they'd made at least a preliminary commitment to buy them. They were good enough for Rios. But would they be good enough for Smith?

J.W. looked over the shots. Then he looked at the kid in the chair across from him. Jeez, these would-be journalists were getting younger all the time. J.W. wondered if the kid even shaved yet. He'd bet money the kid was only barely of legal age. Probably his only real journalism experience was his high school's paper.

Still, though, the kid had brought him pictures of Spider-Man. And they were good shots, too. Clear, crisp, like he'd been right in the middle of the action. But J.J. had a poker face worthy of a Vegas champion. "They're crap," he said, putting a picture down.

Peter gave J.W. his best _you've gotta be kidding me_ look.

"Crap, crap, megacrap," he said, sorting through the rest of the photos, then tossing them aside. "I'll give you two hundred for the lot of 'em."

For a brief moment, Peter wondered if J.W. had a cousin who was a wrestling promoter. "That seems a little low," he suggested.

J.W. waved them off. "Then go peddle 'em someplace else."

J.W's intercom buzzed. "Mr. Jameson," Ashley said, "your wife says the tile for the foyer is out of stock."

J.W. picked up the phone as Freddie stood up and gathered the photos into a stack and slipped them into a manilla folder. "Tell her to put down a rug," he said, then slammed the phone down and looked up at Freddie. "Sit down!" he ordered. "And gimme that!"

Freddie sat back down again and handed J.W. the manilla folder.

J.W. looked at the photos once more. Jeez, this kid drove a hard bargain. "Three hundred. Standard freelance fee." He pulled out one of the photos from the armored car heist and handed it to Tyler. "Tear up page one and run that instead."

Freddie's eyes lit. He was going to be on the front page of the _Tribune_. He _and_ Spider-Man would. This was cool.

"Headline?" Tyler asked, though he didn't want to hear what his boss' answer was.

J.W. drew it in the air with his hands. "Spider-Man: Hero or Menace? Exclusive _Seattle Tribune _Photos..."

Freddie was offended. "Menace? But he was trying to save that armored car from being robbed..."

"Tell you what, Atticus- you take the pictures, I'll make up the headlines," J.W. snapped in machine-gun tones. "That O.K. with you?"

Freddie decided discretion was the better part of valor. "Yes, sir."

"Goodie." He signed a cash voucher and handed it to Freddie. "Give this to the girl at the desk. She'll see that you get paid."

Well, that would do for a start. But Freddie was after a long-term commitment. "I'd like a job, sir."

"No job!" J.W. retorted. "Freelance! Best thing in the world for a kid your age." He stood up and walked over to Freddie's chair.

Peter got the hint that it was time for him to leave. They could discuss this later.

"Tell you what, junior," he said, patting Freddie on the shoulder, "you keep bringing me pictures of this newspaper-selling clown, and I might take 'em off your hands. But no job!" He thought for a second. "Cake! I'll send you a box of Fat Cakes! Now get outta here and get me some more photos!"

Freddie had half a mind to not eat "sugary foods" as a twisted way of getting even, then decided this was a battle that could be fought at another time. Now to make sure he actually got the money he'd been promised this time. He headed over to the secretary's desk.

Wow, she was a looker. Asymmetrical bob haircut, bright eyes, heart-shaped face. Maybe he'd have better luck with a girl who didn't know his life story. "Uh, Mr. Smith said to give this to you and you'd take care of it?" he said, handing her the voucher.

She looked at it, then initialed it. "Welcome to the _Seattle Tribune_," she said with a smile.

"Thank you." Wow, a woman actually smiled at him, and it wasn't a smile of pity. This was a first. "I'm Freddie Benson."

"Nice to meet you." She opened a ledger-sized checkbook to fill out a check for him.

Well, this was as far as he'd ever gotten in the past. Now what to do? "I'm a photographer," he added.

She gave him a head to toe appraisal and quickly pegged him. Nice kid, but a hapless geek. "I can see that," she noted, looking right at the rather prominent camera around his neck.

Freddie sighed. Maybe he should just wear a sign that said "Hapless Geek". It would be easier then to understand the constant dismissive reactions he always got.

* * *

And so for the next few weeks, Freddie Benson made his rent money by taking pictures of himself. Tyler managed to convince J.W. to increase Peter's pay to $500 a roll, which made Freddie's wallet a little healthier, if not his ego. Every time he thought J.W. had come up with all the nasty things he could possibly say about Spider-Man, he'd invent some new one and Freddie would once more wonder why in the world he even bothered. The only consolation he had was the notion that if J.W. ever found out that he was paying $500 a pop for his new photographer to set his camera on auto-shutter and pose heroically, he'd have a coronary.

Somehow, Tyler Rios sensed Freddoe's growing discomfort with his role at the _Tribune _and interpreted it to mean that the young photographer's talents weren't being correctly used, and managed to sneak him other work-press conferences, PR appearances, and the like. That made things a little more tolerable for Peter.

But still, things were uneasy in the 9th floor loft. He felt jealous of Shane- the man had everything Freddie didn't, including the woman Freddie had loved since the 6th grade. He didn't have a financial care in the world. He had the world on a platter.

Of course, he also had Will Parker for a father, and that would somehow have seemed to Freddie to be an almost fair offset on the balance sheet of life if he weren't working for William's virtual twin, J. W. Smith.

Freddie wondered if maybe William and J.W. should get together and compare notes on the young ingrates they were molding and shaping, except he'd already heard J.W. call Norman a "self-aggrandizing bastard" during a staff meeting about covering the upcoming OsCorp-sponsored World Unity Festival.

When Tyler reminded J.W. that William was a friend, J.W. had snapped back that "you should hear how I talk about my enemies!"

Freddie didn't need to. He got to read it on the front page of the _Bugle_ every day.

* * *

**Author's Note: Well, Freddie, in about a few hours, you're about to have an intense experience unlike any other… Don't forget, fans and viewers, Read and Review! Negative, Positive, Neutral, whatever! :-)**


	16. Trouble at the Festival

**Spider-Man**

_Chapter 16: Trouble at the Festival_

* * *

_Author's Note: This story is based on the hit 2002 superhero film from Columbia Pictures and Marvel Films, with an iCarly twist. Enjoy!_

**Disclaimer: _Marvel owns Spider-Man, Sony owns the film rights, and Nickelodeon owns iCarly._**

* * *

**_Several Weeks Later..._**

William Parker was wrapping up a speech that he was sure would give both his friends and his enemies on OsCorp's board of directors everything they wanted to hear. "Ladies and gentlemen of the board," he said with a smile, "it is my great pleasure to announce that OsCorp has surpassed Quest Aerospace as the leading technology supplier to the U.S. Defense Department. In short, costs are down, revenue is up, and our stock price has never been better." He leaned back in his chair with a self-satisfied smile on his face.

"Wonderful news, Will," Henry Balkan replied from the other end of the table. "In fact, it's the reason we've decided to sell the company."

The smile vanished off William's face instantly. Had he just heard what he thought he'd heard? "What?"

Balkan closed his presentation notebook calmly and leaned forward slightly in his chair, as if he were finishing a performance appraisal of an underling. "Quest is recapitalizing in the wake of the bombing and is looking to expand. They've made us a tender offer we can't refuse."

This absolutely could not be happening. This was his company, dammit- how could this whole thing have happened right under his nose? William looked aghast. "Why wasn't I told?"

Balkan was maddeningly calm as he picked up an elegant china coffee cup. "The last thing they want is a power struggle with entrenched management."

"The deal is off if you come with it," Fargus interjected. "The board expects your resignation in thirty days."

William's anger boiled. "Y-you can't do this to me!" he snapped. Then he tried to get hold of himself and sound reasonable. "I mean, I _started_ this company."

Calm, placid, resolved faces around the room looked back at him. And it was infuriating. "Do you have any idea how much I've sacrificed?" he shouted, his voice raspy with anger.

The tone made everyone in the room jump, and several eyes looked away.

William knew he was losing control, and it frightened him. He looked at Fargus, desperation in his eyes and in his voice. "Max...please..."

Fargus was about to speak, but when Balkan gave him a cold, icy glare, the man shivered, and said, "Freddie, I'm sorry, but the board's decision is unanimous," he responded. "We'll be announcing the merger after the World Unity Festival tomorrow."

"You're out, William," Balkan said, sipping his coffee to punctuate his point.

Will's heart sank with humiliation. And his blood boiled with resentment. "Am I?" he said in a low, hissing voice.

* * *

The next day, it seemed like half of New York was out at the World Unity Festival, held in the heart of Times Square on a pleasant late October afternoon. Many of them were standing around grooving to Macy Gray singing "My Nutmeg Phantasy", others milled around enjoying the free food and drink, still others walked around in appropriate country costume dresses from around the world. And Freddie Benson was busy snapping pictures of all of it, wondering on more than one occasion if anyone would notice him scaling a lamp post to get above the crowd to both improve his shots and get him out of the crush of people.

He'd never been claustrophobic, but after months of wild web swings and roof runs and flying high above the city in general, Freddie was really starting to hate having to stand on solid ground and especially didn't like drowning in a teeming sea of humanity. His spider-sense was getting quite a workout as he managed to avoid being stepped on, jostled, or having his pockets picked in this bustling, partying crowd.

But even with all that quick-stepping and fast focusing, he still couldn't avoid seeing people with their copies of _The Seattle Tribune_, with yet another anti-Spider-Man headline juxtaposed against a Freddie Benson exclusive photo. Ugh. There were times he wondered why he bothered. He took a few shots of the massive hot air balloons overlooking the street, then reloaded his camera and turned it up to the Empire Grand Hotel, with its towering statues of Hercules holding up the balcony ten stories up, where the OsCorp board of directors was holding court over the festival they'd sponsored.

Foreign dignitaries. Cool. He snapped the shot.

OsCorp big-wigs. Funny, where was William Parker? That in and of itself might be news. Another snap.

Shane Greyson Parker, pinning something to his girlfriend's beautiful Chinese silk dress... to Carly's beautiful Chinese silk dress...

Freddie lowered his camera. There was something he knew he didn't want to see. Seeing Carly and Shane so happy together (even after Shane had spent several weeks in the hospital the last time Carly had tried to date him) brought back the most unpleasant memories of high school, of the days when she was royalty and he was of the untouchable caste. But it was like a train wreck, and he couldn't help but stare.

* * *

Shane finished pinning the souvenir World Unity Festival pin, complete with OsCorp logo, to the shoulder of Carly's beautiful Chinese silk dress. It was a gorgeous burgundy print fabric, but it wasn't at all what he'd had in mind for her to wear to this special occasion. "MJ-why didn't you wear the black dress?" he questioned. "I mean, I want my father to be impressed...and he loves black."

Carly was offended. She'd worked hard on this dress. It was handmade, taken from a painting of a Chinese Empress she saw in an old theatrical costume book. She'd taken the effect all the way with tortoise-look lacquer hairsticks and gold cloisonne fan-shaped earrings and a burgundy padmina shawl. Her only little black dress was a slinky sweater dress, and while it might be appropriate for clubbing, she would have thought something in the theme of world unity would work better today. "Don't you think he'll be impressed with me no matter what? After all, you think I'm pretty, don't you?"

Shane beamed. "I think you're beautiful." He pushed aside a stray strand of her hair and leaned in to kiss her.

Carly turned away from the kiss, suddenly feeling less than desirable. She was beginning to realize Shane had just brought her here to show off like a trophy. And she wasn't sure she wanted to be somebody's trophy girl. She'd already been through that with Flash. For once, she wished somebody would want to be with her just for her, not for the decoration she could be on someone's arm.

Shane sighed. Man, he'd made a mess of that. He hoped nobody saw how badly she'd snubbed him...

...and then realized that somebody had.

* * *

Freddie's eyes widened as MJ turned away from Harry's kiss. She'd spurned him. She'd openly spurned him. Maybe there was hope yet...

...and then he locked gazes with Shane.

* * *

Shane suddenly realized that the one person he absolutely, positively did _not_ want to show Carly off to had just seen the two of them together. _Oh, man...he will _**_never_**_ forgive me for this._ He gently took Carly's shoulder and steered her away from the balcony. "Uh-I think I left my drink inside," he said quickly. "Come with me?"

Carly smiled. He had, after all, said she was beautiful. Anyone who thought that about her couldn't be all bad. "Sure."

They headed off together.

* * *

Freddie sighed as they walked away together. He wanted so badly to just scale that wall and sweep her away, to tell her that she wasn't just a trophy to be shown off, to show her that she was truly loved. His emotions were whirling, his nerves were tingling...

...and that's when he realized his spider-sense was going off like mad. There was something wrong. There was something _very_ wrong. And it was getting more wrong by the second. He looked around, trying to find what had triggered the reaction.

* * *

Carly was trying to figure out what triggered Harry's desire to pull her away from the balcony so fast. Instead of snagging a drink from a passing waiter, he'd stopped to talk to two of the board members-Fargus and Balkan, he'd said, though she wasn't clear on which man was which. But she got the very distinct sense that they weren't interested in talking to him.

"Mr. Fargus," Shane said, bending over to the man in the wheelchair, "have you seen my father yet today? I can't seem to find him anywhere."

Fargus and Balkan exchanged uncertain glances. "Uh...I'm not sure he's coming," Fargus responded.

Not coming? That seemed absurd to Carly. Wasn't this whole thing sponsored by OsCorp? Why wouldn't the founder of OsCorp be there?

Just then, the sound of a low-flying jet got the attention of everyone on the balcony. They all looked up.

The roar of a jet engine began to attract attention on the ground as well. Even Macy Gray stopped singing as everyone looked up at the small, sleek jet whisking by overhead.

"What the hell is that?" Shane asked.

"Must be new this year," Fargus observed as the jet swept around skyscrapers and skimmed toward the crowd like a surfer on the Jersey shore.

* * *

Freddie felt the low-flying jet engine vibrate his cells down to the very core of his being. He could feel the air move as the distant object swooped close by. This was not right. No way was a plane supposed to be this low over the streets of Manhattan. And his spider-sense was sounding a five-alarm warning in his brain. He kept the jet in sight.

Wait. That wasn't a jet. Or at least, no jet he'd ever seen. He'd swear it was a flying boogie board, with a man in bright green metallic armor piloting it through the air like an extreme surfer on a Hawaiian wave...

...and that was when he remembered the story Shane had once told him about his father getting inspiration to build a one-man jet after watching Harry and his friends skimming waves on the Jersey shore. Was it an OsCorp demonstration, something new this year? The crowd certainly seemed to think it was; they were all cheering wildly. But if it was, why did he feel like he was going to be attacked any second?

* * *

Balkan was staring through his binoculars at the approaching object. "That's our glider!" he shouted.

Fargus looked up at his counterpart. Only at that moment did he remember that the thing had been stolen five months ago and hadn't been seen since... until now.

The jet glider wove its way through the maze of hot air balloons, bouncing off them like a pinball, and swooped by the balcony. Its pilot roared with laughter and flung an object the size and color of a small pumpkin at the statues of Hercules.

* * *

Freddie watched the pumpkin-orange object strike the stone pillars and realized too late what it was... a bomb.

The explosion rocked the entire building, including the balcony. People and debris went flying.

The crowd went into full panic mode.

And Freddie couldn't figure out where to even begin trying to save people.

* * *

The blast split the balcony into sections, including a big crack between Shane and Carly, who lost her footing and toppled against the railing of the balcony., which began to topple away from the building. She screamed.

"Carly!" Shane shouted, horrified.

"Help me!" Carly cried, terrified, trying desperately to climb back onto the section still attached to the building.

A section of the narrow ledge she was on broke off and toppled toward the street. She clung to the stone balustrades, trying not to fall ten stories straight down.

* * *

Freddie could see the huge block of debris falling ten stories straight down, ready to drop onto a young couple who were frozen with fear. He shot two webs into their backs and yanked on them hard.

The couple felt themselves jerked away at the last second and fell to the streets, shaken but unharmed.

Freddie looked up and saw the jet swooping back again for another pass. He raced for a nearby alley, unbuttoning his shirt as he went.

* * *

"Help me!" Carly cried out as the balcony ledge slipped further.

"I'm coming, Carly!" Shane shouted, trying to reach for her, but a chunk of debris hit him in the head and knocked him out.

The young woman screamed, as the roaring jet engines were close to her now, and she looked behind her.

Balkan was trying to help Fargus, whose wheelchair had been knocked over and damaged in the first blast. They were sitting ducks as the jet and its pilot came close enough for them to see.

They would wish they hadn't seen. The pilot was wearing OsCorp's armored flight suit and a brilliant green metallic mask that made him look like a giant goblin. And he was cackling with wicked, maniacal laughter. "_Out, am I_?" he said in a roaring rasp.

At that moment, Balkan and Fargus suddenly realized who their attacker was.

It was the last realization they would ever have as the Goblin tossed a pumpkin bomb into their midst and swept away.

One brilliant flash of light later, the OsCorp board of directors had been vaporized into grey ash.

The Goblin's jet made another pass toward the building... toward the damsel in distress desperately hanging on to anything she could on the slipping ledge. "Hello, my dear," he leered.

Carly screamed at the top of her lungs.

"It's Spider-Man!" someone shouted from below.

And just like that, the green armored man disappeared from Carly's view as a red and blue blur swung down on a line and crashed into it.

The Goblin toppled onto a VIP canopy tent.

The glider swooped away and crashed into the five-story hot air globe suspended above the plaza, slicing through it like a rocket.

Spider-Man alighted onto the wall of the Empire Grand, trying to figure out the best way to get to Carly, when suddenly he heard a creaking sound.

The globe balloon was collapsing, taking out the huge wooden arch that welcomed visitors to the World Unity Festival. People underneath it scattered...except one little boy, paralyzed with fear.

"Get out of there, kid!" Spider-Man shouted.

The boy wasn't moving.

The extreme time dilation aspect of his spider-sense made Spider-Man crazy sometimes. For all he knew, what he could see unfolding in great detail was taking only split seconds to occur. No way the kid would have time to move before that entire structure fell. He shot a web across the way and propelled himself toward the little boy.

The balloon's shadow engulfed the boy. His mother screamed for him to move.

Spider-Man stretched his body into a long, straight line to avoid scraping the ground as he scooped up the little boy.

The rush of air from the balloon hitting the ground gave Spider-Man just the push he needed to completely clear the mess. He touched down easily and handed the little boy to his mother.

"Oh, thank God...," the woman sobbed, holding her little boy close.

Spider-Man's spider-sense reacted again, this time focused on the VIP tent. He looked over at it.

The Goblin had stood up out of the collapsing ballooning canvas...just in time for the police to arrive. "Hold it right there!" an officer shouted.

The Goblin raised his hands. "I surrender!" he shouted in a mock concessional tone.

The officers rushed over to him.

"Oh, boy...," Spider-Man moaned aloud. This was _not_ going to be pretty.

Sure enough, the Goblin was soon knocking officers around right and left. Bodies were flying. Chaos had taken hold.

Spider-Man sprang into the air, did a forward flip over a table, and landed right at the Goblin's feet. He threw his best right cross right at the armored man.

Any other man would have been sent flying across Times Square. The Goblin, though, caught Spider-Man's fist in mid-air and held it firm without budging. "Impressive!" he mocked, then pounded Spider-Man square in the chest with a hard karate kick.

Spider-Man flew backwards, through a pyramid of champagne glasses on a buffet table, finally crashing against a lamp post, which the force of the blow snapped in two like a twig.

It took a moment for Spider-Man to shake off the blow. Were it not for his body's amazing ability to take an awesome amount of pounding physical forces, he had no doubt he'd be dead right now. A normal man's breastbone would have shattered from that blow. As it was, he knew he'd have a horrible bruise there by morning. The bigger bruise, though, was to his ego-it was clear that the Goblin had every bit of the strength that he did, and definitely had better armor. For a twisted second, he wondered what kind of creature had bitten the Goblin...

...and then dropped the entirety of the speculation and took off running. Because now the Goblin's glider had caught up to him, and the Goblin was back on it and activating buttons on his sleeve to launch a hail of bullets from an onboard machine gun at Spider-Man's feet. Desperate to draw the fire away from the crowd, Spider-Man shot a web into the air and snagged the underside of a balloon. He pulled on the web and used the elastic action to propel himself upward, then flipped onto the topside of the balloon.

"Help!" Carly screamed as he came back into her view.

"Hang on, Carly!" Inside his suit, Freddie/Spider-Man could have kicked himself for forgetting completely about Carly's predicament. That shorn piece of the balcony was dangling only by the rebar built into its decking, and there was nothing beneath her but hard concrete and sharp rubble ten stories below.

Using the balloon he was on like a trampoline, he bounced up into the air, landed on a closer balloon, rebounded into the air once more...

...and was crashed into from behind by the Goblin, jetting up to him at full speed.

The two men smashed into the Empire Grand's stained glass windows. Glass flew everywhere, but the rebar-re-enforced window frame itself didn't give way.

Carly ducked away from the flying glass, then realized that every move she made caused the balcony to move more. She could only watch the fight unfold in horror.

The Goblin now had his jet board hovering almost a full story above the remains of the balcony, holding Spider-Man up with him, smashing the man's head repeatedly into the windows. MJ was sure he'd be dead in seconds...

...then, amazingly, he rallied. Spider-Man elbowed the Goblin in the head, then the abdomen, then managed to get enough leverage to shove the Goblin's head into the window.

The Goblin fought back and shoved Spider-Man off the glider and onto what was left of the balcony.

The vibration of his landing made the broken ledge slip further. "Help me!" Carly pleaded.

"Hold on!" Spider-Man urged, turning to reach for her.

Suddenly, she saw what he could not-the Goblin recovering his senses and turning his board toward Spider-Man. "Watch out!" she called.

Spider-Man whipped around and blasted a burst of webbing into the Goblin's face.

Any other man hit in the head by high-pressure steel cable at that range would have had his head torn clean off. As it was, the sticky silk engulfed the eye and mouth area of the Goblin's mask. He clawed at it frantically.

Spider-Man backflipped underneath the glider and slammed his right fist into one of its hovering engines, then ripped out a handful of wires and hoses.

The jet glider spun out of control and threatened to crash into another building.

At the last second, the Goblin got enough control to steer away, but it was clear he was a wounded duck and needed to strategically retreat and regroup.

"We'll meet again, Spider-Man!" he shouted back to his new archrival as his glider sputtered off into the distance.

And as he did, the balcony slipped again.

And Carly could no longer hold on, and fell away with a scream.

Spider-Man dove straight down off the edge of the balcony and prayed to God that he'd pushed off with enough force to offset the speed of gravitational acceleration at which she was now falling.

His fingers brushed her dress. It was all the grip he needed to pull her into his chest. He quickly flipped around and shot a web into the remains of the balcony.

The line acted like a bungee cord, catching them mere inches from the ground and springing them back upward.

He secured his grip on her, then let go of the line and slung another web to take them away.

And the crowd below let out a roar of cheers as he did, a spontaneous show of appreciation for his valiant effort against the Goblin.

Carly wrapped her arms around his neck, clinging to him for dear life as they dangled ten stories off the ground, wondering if he was merely taking her to his lair to be his late day snack, like the monstrous mutant bug-man the papers were painting him to be...and then realized what was happening.

He wasn't kidnapping her. He was taking her to safety. He was making sure she was securely held in place, making no sudden moves, gently shifting her from one massively muscled arm to the other as he needed to change hands to shoot a web a different direction, moving gradually farther and farther from the danger zone. She found herself looking at his hands, trying to figure out where the webbing was coming from...and realized it truly was coming straight out of his wrists. Her fingers felt the wall of muscles across his back, shoulders, and chest, realizing there was no padded rubber suit at work here. _My God... he's amazing. He's incredible. And he saved me._

And he'd swept her off her feet. For the first time in her life, she had been literally swept off her feet by a man who didn't want her for a trophy, a prize, or a decoration. He'd swept her away to protect her because for some reason he thought her life was valuable...worth saving.

It was exhilarating. And it was incredible. _He_ was incredible. Her fear was gone, replaced by a sense of excitement and wonderment that she didn't know she could feel.

They swooped around the spire of a church, and he let the line go and lightly landed on a nearby rooftop garden of one of Manhattan's many posh hotels, making sure her feet didn't touch the ground until enough of his momentum had stopped to let her down safely.

She was almost sorry the ride was over, and only then realized she'd been giggling as they landed. _God, he probably thinks I'm some stupid schoolgirl,_ she mentally lamented.

He finally let out a hard breath of exhaustion. Only then did it occur to her how physically demanding that entire effort must have been for him. Still, he didn't seem any worse for wear as he appeared to be looking her over head to toe, as if to make sure she was all right before he finally took his hands off her. "Well," he said, slightly breathless, "it beats taking the subway."

Then, for the first time, they noticed they weren't alone on the rooftop. "Don't mind us," he reassured the young couple who'd been quietly enjoying their privacy before someone had literally dropped out of the sky to join them. "She just needs to use the elevator." Then he turned to go.

"Wait!" she said, grabbing him quickly to stop him. She couldn't let him get away without at least finding out his name-or at least, something other than what the newspapers called him. "Who...who are you?"

"You know who I am."

Carly was taken aback. "I do?" His voice did sound vaguely familiar, but not anyone she recognized immediately. It was a young man's voice-l ate teens? Early twenties? But one with authority and self-assuredness that belied the probable chronological age apparent in its timbre. She wished she could see into his eyes, maybe pick up a hint from his facial features, but his mask and white-silver eye lenses completely concealed any clues to his identity.

But his next comment made clear that if she could see his eyes, they'd be twinkling with mischief. "Your friendly neighborhood Spider-Man," he said with a laugh in his voice, then sprang into the air, did a double front flip, and dove off the terrace.

She rushed to the edge of the rooftop and watched as he caught a building with a web, then went slinging his way down the street on those incredible web lines. She would have sworn he was literally bouncing off walls, and thought she caught the faintest echo of an exuberant "Woo-Hoo!" as he swung away.

She felt like shouting it with him. _Wow. What an awesome experience. And what an awesome man. He was strong, mysterious, heroic, amazing..._

* * *

**Author's Note: Don't forget, you people readinng this wherever you are; Read and Review! Negative, Positive, Neutral, whatever! :-)**


	17. Dealing with the Goblin

**Spider-Man**

_Chapter 17: Dealing with the Goblin_

* * *

_Author's Note: This story is based on the hit 2002 superhero film from Columbia Pictures and Marvel Films, with an iCarly twist. Enjoy!_

**Disclaimer: _Marvel owns Spider-Man, Sony owns the film rights, and Nickelodeon owns iCarly._**

* * *

**_Several Hours Later..._**

When Will woke up this morning, he discovered he'd lost almost two days worth of time. He had absolutely no memory from the time he'd finished his second bottle of Maker's Mark bourbon to the time when his butler had delivered the morning coffee and the selection of newspapers a day and a half later. But what he saw on the headline of every paper told him that maybe he was better off not remembering anything. The World Unity Festival had been attacked, the Empire Grand hotel was severely damaged, several OsCorp board members were dead.

And, _The Seattle Tribune _proclaimed, Spider-Man and something called The Green Goblin had wreaked all this havoc together in something the headlines called "Times Scare".

Something about the picture on the _Tribune'_s front page-of Spider-Man about to deliver a blow to the chin of the masked whatever-it-was-made Norman's hair stand on end. Why did it bother him? He knew James specialized in the salatious and extreme, but even the publisher wouldn't go so far as to make up a photo like this. He felt chilled by that photo. He looked for the credits, but there were none. _Probably some would-be-freelancer spectator,_ he decided. But that picture wouldn't let him go. It seemed to be trying to stir some reaction in him.

Right now, that reaction was to drink more, as he went down to his study and poured himself another scotch with his trembling hands. He took a swig, trying to calm his jangling nerves.

An evil, mocking cackle echoed through the study.

Will almost choked on his scotch. "Who's there?" he shouted.

The laugh answered him again.

Will looked all around. "Is somebody here?"

_Somebody?_

He was going mad. He knew it, he was going mad. "Who are you?"

_Don't play the innocent with me. You've known all along._

This was insane, Will decided. "Where are you?"

_Follow the cold shiver running down your spine._

Will slowly turned around, toward the dark walls that felt as if they were closing in on him. But all he could see was his collection of tribal war masks...Indian medicine man masks...African death masks...

_I'm right here!_

Will whipped around at the sound of the voice. Then he stared. "I don't understand..."

His own reflection in the floor-to-ceiling mirror of his study looked back at him. But its expression was leering, and its eyes were narrowed as it stalked toward him. _Did you think it was coincidence? So many good things happening all at once, all for you... William?_

Norman watched the reflection take a drink and throw the crystal rocks glass aside. Only then did he realize he'd done that himself. "What do you want?"

_To say what you won't. To do what you can't. To remove certain...obstacles in our path._ The reflection held up the _Tribune_, turned to a story inside its pages.

William looked at the paper in his own hands, turned to that very story. He read the headline. "The OsCorp board members...murdered?" He felt his blood run cold. "You killed them!"

**_We_**_ killed them!_

William looked up at the mirror and realized he was almost close enough now to reach out and touch the man in it. Was he reliving Alice through the looking glass? "We?"

_Don't you remember? Our little..."accident" in the laboratory?_

A memory he thought he'd lost-or maybe had deliberately forgotten-suddenly came into focus. "The performance enhancers...?"

_Bingo._ The reflection gestured over himself. _Me-your greatest creation. Bringing you what you've always wanted...power. Real power, beyond your wildest dreams. And it's only the beginning._

William was aghast. He couldn't be responsible for this madness. Yes, he had no time for pleasing stockholders or forming strategic alliances with companies that wanted nothing more than to destroy him. But this? He was a scientist, not a slaughterer. He was a businessman, not a butcher. He didn't have this in him...did he?

The reflection looked at the newspaper again. _There's only one who could stop us...but think if he joined us..._

As the reflection laughed menacingly, William found himself staring at the front page of the _Tribune_ again, at the picture of...

* * *

"Spider-Man and The Green Goblin," J.W. proudly proclaimed, tossing his copy of the paper onto his desk in front of his star photographer. "'Green Goblin'. You like that, Benson? Came up with it myself."

No, Freddie most certainly did _not_ like it, and had marched into James' office bright and early that morning with every intention of telling him so. The worst part was the photo J.W. had picked for his latest attempt to reduce Spider-Man to nothing more than a common criminal. It was the shot that Freddie's camera had captured of Spider-Man ready to deliver a roundhouse right to the Goblin, only to have the Goblin catch his fist in mid-air. It almost looked like the two men were exchanging high-fives or fist bumps like old pals or fellow gang members. And that was the last straw for Freddie, who would be damned if he was going to participate in the smearing of his own reputation one moment longer. He'd have resigned if he were actually on the payroll. Since he wasn't, he had every intention of telling J.W. where he could shove his rag of a newspaper and even offer to do it for him.

That had been his intention, anyway. But J.W. hadn't stopped gloating about his latest triumphant storyline since Freddie had walked into his office, and Peter couldn't get a word in edgewise. He had half a mind to spin a web gag over J.W.'s mouth just to get him to shut up for once, but couldn't bring himself to do it. Why was standing up for himself so much easier under the mask?

J.W., meanwhile, was so pleased with himself that he'd puffed through half of the massive Dominican cigar he'd been lighting when Freddie came into the room. "'Green Goblin'. These clowns all gotta have a name." He picked up his phone and hit an intercom button. "Hoffman!" he bellowed.

Ted Hoffman popped his head in the door. "Yes, sir?"

J.W. looked at his phone oddly, realizing the little bootlicker must have been right outside the door, probably schmoozing his secretary, as usual. He shrugged and hung up the phone. "Call the patent office and tell them to put a copyright on the name 'Green Goblin'. I want a quarter every time somebody says it." He leaned back in his chair and puffed his cigar triumphantly.

"How about 'Green Meanie'?" Hoffman, ever looking for the great advertising hook, offered instead.

J.W. pointedly gestured for Hoffman to shut up and go do as he'd been told.

Hoffman retreated quickly.

"Mr. Jameson," Freddie said, trying to work up the courage his alter ego had in abundance, "Spider-Man wasn't attacking the city-he was trying to save it!" He gestured at the newspaper. "_That_ is slander!"

"It is not!" J.W. snapped. "I resent that!"

Freddie was momentarily taken aback. He'd actually gotten a rise out of J.W. That was a first.

But his triumph was short-lived. "Slander is spoken," J.W. continued. "In print, it's libel."

Freddie seethed. "You don't trust anybody," he accused. "That's your problem."

J.W. thought about it for a moment. "I trust my barber."

Freddie just looked at J.W.'s squared-off crew cut, with its chocolate brown top and snow white temples, and the brush mustache that blended the two colors into a thick caterpillar mess. _Now _**_there's_**_ a misplaced trust._

J.W. took one last puff on his cigar, then tossed it out the open window behind him. "Anyway, what are you, his lawyer or something? Get outta here."

_Gladly._ Freddie got up and left the office, steamed both at J.W. for his slanderous libel and at himself for not having the guts to tell the S.O.B. off. Even at ten times the fee per roll, it wouldn't be worth it. No amount of money was worth this. There had to be a better way. Besides, something about listening to James ramble on about his alter ego's grandiose sense of entitlement was setting off his spider-sense, and Freddie was getting very tired of having his nerves continuously jangled by a situation that he could certainly make better by leaving it.

"He wants me to shut up?" J.W. continued, calling after the young photographer. "Let him sue me! Get rich like a normal person! That's what makes this country..."

The landing of his cigar stub on his desk did what Freddie Benson's words could not. J.W. was struck silent by the return of something he'd tossed out his open window just a second ago. He picked it up and looked at it oddly.

And at that moment, the back wall of J.W.'s office was blown away.

Everyone in the _Tribune_'s newsroom ran for cover, dialing cell phones, screaming for help.

Freddie stared through the smoke, mad at himself for missing the real source of the danger in J.W.'s office-the Green Goblin, now hovering on his jet glider through the remains of the back wall.

The Goblin grabbed J.W. by the throat and lifted him up out of the pile of rubble. "James West, you slime!" he growled. "Who's the photographer who takes the pictures of Spider-Man?"

J.W. felt his throat constricting and was sure his neck would snap at any second. But he was a newspaper man, and the cardinal sin of being a newspaper man was compromising your sources. "I don't know!" he responded in a choked voice. "His stuff comes in the mail!"

"You're lying!" The Goblin started to squeeze harder. "He's the one that can lead me to him!"

"I swear...," J.W., his voice choking off, continued.

The Goblin raised a fist to ram it through his head. "You are useless!"

"Set him down, tough guy!"

The Goblin swivelled to see Spider-Man, hanging by a line upside down from the rooftop above. He tossed J.W. aside like a rag doll. "Aha!" he greeted the man he'd really come to see. "Speak of the Devil!"

J.W. recovered his senses to see two masked maniacs in person in what was left of his office._ Freddie had better be getting pictures of this,_ he thought for a second, then pointed accusingly at Spider-Man. "Spider-Man! I knew you two were working togeth-"

A web gag across J.W.'s mouth cut the last syllables off before they could escape. "Hey, kiddo," Spider-Man snapped, "shut up and let Mom and Dad talk for a minute!" God Bless America, he'd been wanting to do that for two hours now.

But the Goblin wasn't interested in talking. He thrust his fist toward his enemy, then stopped just short of the man's face as he depressed a button on the arm of his armor and a noxious gas began shooting out of a hose atop one of his gauntlets. "Sleep, little spider," he hissed.

One whiff of the gas, and Spider-Man felt his grip loosen on the web line. He tried to hang on, but his body wouldn't obey his mind's commands. He felt himself go limp and fall toward the street.

The last thing he heard was the roaring of the Goblin's jet engines before the world went black.

* * *

_Wake up, little spider..._

Spider-Man wasn't sure if he was dreaming or not. All he knew was the world was cold and dark and foggy, his head was full of cloudy smoke, and his body weighed a ton. His back was killing him, and the cold brick exhaust chimney he'd been propped up against wasn't helping matters. He couldn't move. He could barely see. But what he could see, he didn't like. The Goblin was hovering over him triumphantly. _I'm dead,_ he realized.

"No, you're not dead," the Goblin continued, as if he'd heard him thinking. Or maybe it was just obvious from Spider-Man's slumped posture and slow, painful writhing as he tried to overcome the effects of the whatever-it-was the Goblin had drugged him with. "Yet. Just paralyzed. Temporarily." The Goblin stepped off his board and looked at the young man at his feet. The nerve gas he'd been hit with would have killed a normal man, but somehow the arachno-human was managing to not only survive it, but even revive from it. When the Goblin had caught his body just a few stories above the street, he'd collapsed impossibly loosely in the Goblin's arms. The Goblin was fascinated by his incredibly loose and flexible joints and the dense muscular structure that was clearly several factors stronger than it should be for a man his size. For a brief moment, the Goblin wondered what kind of performance enhancers his foe had been exposed to in order to create such an odd synthesis of abilities. "You're an amazing creature, Spider-Man." The yellow shields over the Goblin's eyes raised, and Spider-Man could barely make out green-hazel eyes framed by crow's feet and wrinkles. "You and I are not so different."

"I'm not like you," Spider-Man retorted. "You're a murderer."

_Such a naive child,_ the Goblin mused. The words were tough and angry, but the sleepy-sounding voice was absent its self-assured bravado the Goblin had heard just hours ago. This was the voice of a mere boy, a young man probably not much out of his teens. "Well, there is that," he agreed. "I chose my path. You chose the way of the hero. And they found you amusing...for a while." He leaned in close to his young opponent. "But the only thing the public loves more than a hero is to watch a hero fail. Fall. Die trying. In spite of all you've done for them...no matter how hard you try...eventually, they will hate you. Despise you. Revile you. Why bother?"

_Why bother?_ Spider-Man had lost track of the number of times he'd asked himself that question on a variety of topics. But there was only one reason he bothered, and he had to keep remembering that. He could never afford to forget it. Too much was at stake. "Because it's right."

The Goblin smacked the back of Spider-Man's head, but not violently. He instead did it like a rough father would do to a headstrong son, a semi-playful smack to get his attention. "Here's the _real_ truth," the Goblin said in a casual tone more suited to two guys throwing back beers at a bar than a supervillain and a superhero in the midst of a rooftop confrontation. He reclined against the vent stack next to his counterpart. "There are eight million people in this mess of a city. And those teeming masses exist for one purpose-to lift the truly exceptional people in the world onto their shoulders." He smacked Spider-Man's shoulder. "You. Me. We're exceptional."

Spider-Man wanted to smack the Goblin back, but not playfully. He tried to curl his fingers to shoot a web, but his muscles just wouldn't obey. He could barely turn his face away from the Goblin.

The Goblin grabbed his chin and turned his head back toward him. "I could squash you like a bug right now," he reminded the paralyzed warrior. "But I'm offering you a choice. Think of all we could do together. All we could achieve. All we could create." He pushed the boy away. "Or all we could destroy! Cause the deaths of countless innocents, as we selfishly battle again and again and again until we're both dead! Is _that_ what you want?"

Spider-Man tried to move-he finally had feeling in his arms again, but his hands still wouldn't cooperate. If he could just get his legs to respond, he could strike back.

The Goblin hopped onto his board, and those yellow reflective shields dropped back over his eyes to give his face a monstrous glower. "Think about it, hero!" he snarled, then roared away, leaving Spider-Man writhing helplessly.

* * *

Spider-Man spent much of the rest of that late October night on that rooftop, unable to move. He was nauseous, feverish, chilled to the marrow in Manhattan's first cold snap of the fall, and every muscle in his body screamed in pain. The gas didn't wear off until nearly sunrise, and he'd barely managed to gather up enough strength for short web swings to take him home, stopping every few blocks to either throw up violently or collapse with exhaustion. It had taken him over an hour to make it back to the loft, but he'd never been so happy to see the balcony to his room in his whole life. He did a brief mental debate as to whether he should go back to the _Bugle_ and fetch his clothes, then decided that the last thing he wanted was to go back there today after what had happened yesterday. As he fell into his bed and passed out from the whole ordeal, he wasn't sure he even wanted to think about what kind of headline J.J. would come up with this time.

He was right.

The front page of the _Tribune_ screamed about "Spider-Man, Green Goblin Attack Bugle Editor", and the story inside essentially called for Spider-Man's head on a platter. And over the next few days, J.W. kept fanning the flames, calling for Spider-Man's arrest on charges of obstruction of justice, aiding and abetting, wanton destruction of property, and a few others J.W. made up as he went along.

And as Freddie returned home from retrieving his clothes from the _Tribune _two days later-and overhearing a tirade from J.W. about that no-good such-and-such Benson who somehow had managed to miss taking pictures of the biggest news story of the year that was unfolding right before him in J.W.'s office-he saw one of his self-portraits plastered on the front of the _Tribune_ with the word "Wanted" in 72-point type across the top of the page. _In spite of all you've done for them...no matter how hard you try...eventually, they will hate you,_ the Goblin had told him. _Why bother?_

Why bother indeed? Freddie's very soul ached at that question. No matter what he did, he was always doing the wrong thing in someone's eyes. The life mission he'd begun as penance for doing the wrong thing was now in and of itself the wrong thing. God help him, but he was actually beginning to think that in his own twisted way, the Goblin had told him the truth that night. He'd been completely at the Goblin's mercy, and for some reason, the Goblin had let him live. He had no idea why the beast hadn't just unmasked him and gotten the whole thing over with. Maybe he had and was just waiting for an opportunity to use that against him later. Maybe this whole thing was part of some wide-ranging conspiracy to destroy his alter ego's life first, then expose his real identity and ruin the other side by association. Or maybe Peter was just going insane.

He trudged away from the newsstand in frustration, wishing and hoping and praying that someone somewhere in this city actually gave a damn about him. More than ever, he really needed to see a friendly face. In the midst of these teeming masses of eight million people, surely someone somewhere had to care about him. He needed to believe that.

Otherwise, there really wasn't any point to doing any of this any longer.

* * *

**Author's Note: Don't forget, you people readinng this wherever you are; Read and Review! Negative, Positive, Neutral, whatever! :-)**


	18. UpsideDown Kiss

**Spider-Man**

_Chapter 18: Upside-Down Kiss_

* * *

_Author's Note: This story is based on the hit 2002 superhero film from Columbia Pictures and Marvel Films, with an iCarly twist. Enjoy!_

**Disclaimer: _Marvel owns Spider-Man, Sony owns the film rights, and Nickelodeon owns iCarly._**

* * *

Carly was starting to believe that there really wasn't any point to doing any of this any longer.

Yet another audition, yet another rejection. In just over four months since she'd left home, Car;u had not managed to land one real acting job. The latest miss was this one, a daytime drama who had put out a call for a fresh-faced red-headed ingenue. Perfect for her, because that's what she was. She thought for sure she'd nailed the audition. Then the casting director told her point-blank that she wasn't even going to say the usual "very nice, honey, thanks" because in her view, it was the most inept acting performance she'd ever seen and she thought Carly needed to give up acting altogether and maybe go to trade school and learn to do nails instead. At the very least, the woman said, she needed to bone up on her acting skills before she wasted any more casting directors' time. Hurt and angry and annoyed because something in the back of her head told her the woman was actually doing her a favor, MJ threw away the rejection slip and huddled her coat around her as she headed out into the cold, damp night.

"Hey, Carls!" a familiar voice called from behind.

She turned around to see someone she hadn't seen in what felt like ages. _Oh, my God, how did he know I absolutely needed to see a friendly face right now?_ "Hi!" she beamed.

Freddie beamed back. It was so good to see her again. She looked just like the angel he'd always told his cousin she was. And he really needed an angel right about now. "How was the audition?"

She was flabbergasted. "How did you know?"

"The hotline. Your mom told my aunt, who told me."

She looked at him oddly for a moment, somewhat suspicious of his motives. They were a long way from the lower east side Manhattan loft Shane and Freddie shared. "And you came all the way down here?"

He shrugged, trying to act casual. "I was in the neighborhood and needed to see a friendly face."

She gave him that look again.

"I took two buses and a cab to get in the neighborhood," Freddie confessed.

They both laughed.

She smiled a smile of amazement. They'd managed to connect again on a level she couldn't believe he understood. Somehow, he knew just what she needed to feel good about herself. That was special. She wished Shane understood something about ways of making people feel good other than by showering them with material things.

"So, how did it go?" he asked, genuinely curious.

She rolled her eyes. She wanted to make up a story about how they'd liked her, she was just waiting on a callback, but her brush with death a week ago convinced her that life was too short to lie about things like that any more. "They said I needed acting lessons."

Freddie looked askance. No way. Her? What a terrible thing to say to someone like her...

She saw the earnest expression on his face and it made her laugh. "A soap opera said I needed acting lessons. Can you believe it?"

Freddie laughed too, mostly because she was at least smiling about the incident and that made him smile. It was so good to see her face. "Let me buy you a cheeseburger," he offered. "The sky's the limit...up to $7.84."

She laughed again. At least Freddie was spending his own money, not Norman Osborn's allowance like Harry did. "I'd like a cheeseburger." Then something popped into her head, and she groaned. "But I'm going out to dinner with Shane," she remembered belatedly. _Of all the nights to have a date,_ she sighed internally, _why this one? I don't really want to go out with Shane... he kind of talked me into it..._"Come with us," she offered.

"Oh, no," Freddie responded quickly. The last thing he needed was a reminder that she was still Shane's girl, that he would never be able to offer her the stability and possessions his best guy friend could. But he was curious-after what he'd seen on the balcony, why were they even still dating? "How's that going- you and... Shane?"

She hesitated.

_Jeez, Freddie, could you have asked a worse question?_ he berated himself. _What, did you forget you're not safely behind your mask? There's no way she'll ever answer that question directly, and she shouldn't have to._ "I'm sorry," he said suddenly. "That's none of my business."

"It isn't?" she asked. "Then why so interested?"

He'd been nailed, and he knew it. She was mad at him now. "I'm not," he lied.

She gave him a look that said she knew he was lying. "You're not?"

He wanted to know the truth. No, he _needed_ to know the truth. He needed to know if he could ever be more than just another friendly face to her. But this wasn't the time to ask, and he knew it. "No, of course not. I mean, why would I be?"

She gave him a coy look. "I don't know, Freddie. Why would you be?"

She was hinting at him. Hinting that if he asked the _right_ questions, he might find out more about how she really felt. But he'd made enough of a mess for one day, and couldn't find the words to ask what he really wanted to know. "I...I don't know," he finally said aloud.

She sighed. She wanted to tell him more. She was dying to talk to someone about what was happening in her life. But her boyfriend's roommate wasn't the right person to bare her soul to...not right now, anyway. "Sorry you won't come with us."

The two of them looked at each other for a long moment, as if considering how best to proceed given the nearly-transparent veils they'd shown each other that they were both just dying to drop.

Rain began to fall, breaking the tension. They both laughed slightly. "Gotta run," she said, then gave him her best ingenue smile and a wink. "See ya 'round, tiger."

It was the first genuinely affectionate thing she'd ever said or done to his face. Maybe there was hope. He watched her walk around the corner...

... and his spider-sense focused his attention on the two street thugs who had turned and started after her.

Freddie raced for a nearby alley.

* * *

The rain was pouring down in sheets now. Carly was late now, really late, and she was a mess. She needed to hurry and get home to change before going out with Shane...

...and then she noticed two men coming up to cut her path off. She started to turn around.

Two other men were now behind her. Their leering expressions told her all she needed to know about their intentions.

She took off running.

They took off after her.

And on the rooftops above, Freddie Benson was running alongside them, dropping pieces of clothing as he went.

* * *

The four men closed on her and chased her down a small alley, cornering her by an old, rundown hotel. They surrounded her, snarling and growling like wild dogs, smooching at her to come and give them some.

Carly fought back as best she could. She kicked one, elbowed another, smacked a third with her purse.

The fourth one, though, produced a knife and grabbed her. He held the knife to her throat while his buddies gathered around. One ripped her coat off, another took her purse, a third was reaching for her wet and clingy dress...

...then suddenly, all four of them were jerked away.

Carly looked up to see Spider-Man, perched high atop a lamp post, hauling in the four thugs on four rope-like web lines. Was it her imagination, though, or did he look different somehow?

He sprang down to the street and took the legs out from underneath one of the men, who crashed to the pavement.

The one with the knife slashed at him. Spider-Man kicked the knife out of his hands and punched him in the jaw.

Two of them tried to jump him from behind. He cracked both of them in the head with uppercuts to the chin, then turned around and flung them through the windows of the hotel where they'd attacked Carly.

A third one was thrown at the wall and landed in a heap next to his compatriots.

Spider-Man hoisted the fourth into the air as if he were pressing a barbell...and then saw the young woman staring intently at him. Belatedly, he realized why- he hadn't had time to pull his mask on when the thug pulled a knife on her. It hadn't mattered in the heat of the action, but now that she actually had time to look at him...

He dropped the man and began to back away.

It took Carly a second to realize why he was retreating. He wasn't masked. She could barely make out the reflection of a far-off street lamp on rain-slicked black hair. But she still couldn't see his face. She tried to hurry over to him, to let him know it was all right, to promise him she wouldn't tell anyone who he was. "Wait!" she called.

But he slipped into an alley instead.

She went in behind him, but he was gone. _Dammit._ She sighed and stepped back out again.

"You have a knack for getting into trouble."

She whipped around to see Spider-Man-now masked-hanging upside down on a web line. They were eye to upside down eye. Or rather, eye to upside-down chin. She giggled at the whole notion. "And you have a knack for saving my life," she returned. "I think I have a superhero stalker."

"I was in the neighborhood."

Funny, he was the second person who'd used that excuse tonight. She didn't buy it from him any more than she had from Freddie. Not that she was going to argue about it. Seeing that friendly mask was almost as good as seeing a friendly face. It was a masked face she'd wanted to see again for a week now. "You are...amazing," she finally said, trying to work up the courage to tell him how she really felt.

"Some people don't think so." said Spider-Man, and behind his mask, he thought, _But I'm glad that you do, at least._

She could hear the bitterness in his tone. She'd read the stories. She knew what people were calling him. She didn't care. She knew what he'd _really_ done. "But you are."

Spider-Man's words now sounded grateful. "Nice to have a fan."

"Do I get to say thank you this time?"

He didn't respond.

Carly reached forward to touch him.

"Wait," he whispered.

For a moment, she hesitated. Then she reached forward again.

Her fingers rested lightly on his chest. Then they slid down his neck...and felt a seam at his Adam's Apple. She slipped her fingers underneath it.

Spider-Man hung perfectly still. Part of him wanted to run. The other part of him wanted her to pull that cursed mask off his face so that they could finally be open about their feelings for each other.

She gently rolled the mask over his chin, exposing his mouth. Then she stopped.

Then she took his head in her hands and planted a kiss square on his exposed lips.

Oh, God, he was dreaming. This had to be a dream. But dreams had never tasted so good. He allowed himself to kiss her even more deeply.

The kiss moved from a kiss of gratitude to a kiss of passion. It was dark, it was cold, it was pouring rain, and neither of them cared. They generated enough power to light up Broadway and enough heat to drive a steam engine. They kept going for God-only-knew how long, barely remembering to breathe every so often to keep from passing out and losing lip contact.

Then she backed away and once more slipped her fingers underneath the edges of the mask.

If she wanted to rip it off right then and there, he was not going to stop her. He ached for more. He'd finally tasted forbidden fruit, and now he was addicted. There would never be enough of anything else in life to satisfy him ever again.

She hesitated for a moment, as if trying to decide whether she wanted to pull the mask off. Then, realizing that it might be too much too soon, she eased it back over his chin and rearranged it back into position around his neck. She rested her forehead against his chin, a kind of hug to reassure him that she did indeed want more, but now was not the time.

He understood. Then, he gave his web line a tug and shot straight upward.

Carly bounced like a giddy schoolgirl as he swung away. He was amazing. He was incredible. No, he was more than incredible. He was...

She burst out laughing. She didn't have words for what he was, or what she was feeling right now. All she knew was that she was in love. Madly, passionately in love. And she'd never even seen his face. But she knew it was mutual. At least, she prayed it was mutual. But how could it not be? That kiss...oh, my God, that kiss...

She danced gleefully in the rain, exulting in the heady emotions running through her. He'd saved her life, in more ways than one. He'd given her a reason to keep going. Someone in this world actually loved her. What an incredible feeling.

* * *

Carly Shay had saved Freddie Benson's life that night, instead of the other way around...

One minute, Freddie was lamenting about how complicated his life had become, about how fast the city he fought for had turned their collective backs on him, about not being able to express himself to the woman he loved, and wondering if he should maybe just walk away from the whole thing and give up life as Freddie Benson, life as Spider-Man, or-somehow-both lives. The next minute, he and Carly were lip-locked in a soul-bonding kiss that neither ever wanted to end. Just the knowledge that the woman he loved more than life itself actually gave a damn whether he lived or died had given him a reason to keep going. It didn't matter that she thought she was kissing Spider-Man; she had kissed Freddie's lips, and he was madly, passionately in love. Or lust. Or whatever. There would be plenty of time to straighten out the sides of their odd two-person triangle later. For Carly, Freddie would do almost anything. And just knowing that she felt the same way about at least one part of him was enough to bring the whole man out of his shell-shocked hiding place and back into the real world.

He'd returned to the _Tribune_ the next day. Tyler Rios had actually been worried about him and had debated going to Freddie's apartment to find out what was wrong. Freddie spun a yarn about having a hideous case of the flu, and the two men held an air-clearing session, where the tech-whiz expressed a great desire to do something other than hunt for Spider-Man all day and Tyler promised to do what he could to get Freddie different assignments.

Next up was to repair his broken friendship with Shane. Amazing what a little knowledge of someone's deeper feelings could do, and Freddie put on his best magnanimous act for Shane, knowing that he simply needed to let Carly sort through her own feelings and figure out how best to handle ending it with Shane. The best part was Shane bought it hook, line, and sinker. They'd even spent a couple of nights studying together, like back in high school. Good thing, too, because Shane was on the verge of flunking freshman biology, and both of them knew William would not take that well.

But the clearest sign that he'd finally gotten his head together again was that he was once more slinging down the streets as the friendly neighborhood Spider-Man. He knew he was wanted by the police, he knew he was a big red-and-blue target for the Goblin, but God Bless America, it felt good to be helping people again. He hadn't realized how much he'd missed it. Nor how much people missed him. For a city that supposedly was demanding his arrest, people he'd rescued or helped were anxious to see him, grateful for his presence, cheering his every move.

Finally, his life was starting to get back to normal. Or whatever passed for normal for an eighteen-year-old college freshman with mutant arachnoid abilities who was being chased by the police, a rabid newspaper publisher, and a performance-enhanced madman with a fetish for green metallic armor.

* * *

**Author's Note: Don't forget, you people readinng this wherever you are; Read and Review! Negative, Positive, Neutral, whatever! :-)**


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